Professional Documents
Culture Documents
From the
Chairman
March 7, 2012
To Our Shareholders,
As I think back to the beginning of 2011, it was
predicted that banks would be facing an operating
environment dominated by low interest rates,
slow economic growth and new and challenging
regulations. As it turned out, 2011 was all that it
was advertised to be ... and then some.
PNC Stands Out Last year we said we would grow the number of
customers we serve, manage risk and expenses, and continue to build our
already strong capital position. And we succeeded in these turbulent times.
By focusing on these strategies, we had a good year in 2011, with net income
of $3.1 billion or $5.64 per diluted common share. We believe that our
distinctive corporate culture, with its focus on teamwork and executing for
all our constituents, drove our success.
Banking in a New Environment As I look at the business world today, theres
no doubt that we are experiencing unprecedented change. Less than a decade ago Twitter didnt
exist. Neither did Facebook or Skype. Blockbuster was the number one entertainment company in
the United States, and Apple was rumored to be on the verge of bankruptcy.
In the banking industry, we are experiencing sweeping changes in customer preferences and almost
daily advances in technology. We are operating at a time of historically low interest rates, important
new regulations and a challenging political environment.
At PNC, we have always taken the long view. While some banks regard the current environment as
While some banks regard the current a time for contraction, we see it as an opportunity. And we believe we are
environment as a time for contraction, we see better positioned today than we have ever been in the 160-year history of
it as an opportunity. And we believe we are
the company.
better positioned today than we have ever
been in the 160-year history of the company.
Our capital and liquidity positions are strong. We have a highly competitive
set of products and services to meet our customers needs. Our existing markets are profitable and
we are entering new ones that provide the potential for significant growth. And we have outstanding
employees who are led by a management team that is committed to delivering for our customers,
shareholders and communities.
PNCs performance over time is reflected in our share price. For the last five-year period, we have
ranked first in cumulative total shareholder return among our peer banks.* Although our share
price declined 5 percent in 2011, the S&P 500 Banks index declined by 12 percent.
While these are good results on a relative basis, no one ever made money on a relative basis.
At PNC we manage our business with the goal of creating opportunities for increased shareholder
value over the long term.
Tier 1 Common Capital Ratio Meeting Our Highest Capital Priorities In the
At Year End
10.3% current regulatory environment, great attention is being paid to capital
9.8%
adequacy and for good reason. Banks need sufficient capital to weather
changes in the global economy.
6.0%
Today, most U.S. banks have stronger capital and liquidity than at the height of
the 2008 downturn. In fact U.S. bank capital ratios are at their highest levels in
six decades.
2009 2010 2011
* PNCs 2011 peer group consists of BB&T Corporation, Bank of America Corporation, Capital One Financial Corporation, Comerica Incorporated,
Fifth Third Bancorp, JPMorgan Chase & Co., KeyCorp, M&T Bank Corporation, The PNC Financial Services Group, Inc., Regions Financial
Corporation, SunTrust Banks, Inc., U.S. Bancorp, and Wells Fargo & Company.
PNC is working to restore confidence James E. Rohr
Chairman and Chief Executive Officer
in Americas financial institutions.
On a relative basis, PNC remains among the best capitalized banks in our peer group. At year end,
our Tier 1 common capital ratio was 10.3 percent, more than double what it was at the end of 2008.
That capital strength and earnings supported our decision to increase the common stock dividend
in the second quarter of 2011, a decision we were pleased to deliver to our shareholders.
Tangible $44.38
Our future capital plans will depend on various factors, including the final
Book Value
Basel III capital rules and the Federal Reserves ongoing requirements for Per Share
capital planning by large banks. While Basel III capital requirements are still
a long way from being fully phased in and a number of items are yet to be
resolved, we believe that we are very well positioned.
$17.58
For 2012, we continue to focus on three capital priorities. First, we will build +152%
capital to support our clients, increase customer relationships and invest in
our businesses. Second, we must maintain appropriate capital in light of global
12/31/07 12/31/11
economic uncertainty. Finally, we expect to return excess capital to shareholders
as appropriate, subject to regulatory approval.
An important measure of any stock is its tangible book value per share, and PNCs more than
doubled from 2007 to the end of 2011. This metric dramatically outperformed the average of our
peers during the same period.**
** We believe that tangible book value per share, a non-GAAP measure, is useful as a tool to help to better evaluate growth of the companys
business apart from the amount, on a per share basis, of intangible assets other than servicing rights included in book value. Our book
value per share was $61.52 at year-end 2011, a 41% increase over $43.60 at year-end 2007. Subtracting approximately $9.0 billion ($10.1
billion of goodwill and other intangible assets less $1.1 billion of servicing rights) or $17.14 per share for year-end 2011, and subtracting
approximately $8.9 billion ($9.6 billion of goodwill and other intangible assets less $0.7 billion of servicing rights) or $26.02 per share for
year-end 2007, results in a tangible book value per share of approximately $44.38 for year-end 2011, a 152% increase over approximately
$17.58 at year-end 2007.
Serving More Customers We had an exceptional year for customer growth in
2011. In our Retail Bank, checking relationships increased by almost 300,000, including some
40,000 from acquisitions. That represents 5 percent growth, which substantially surpassed the
1 percent population increase in our footprint, demonstrating that PNC is winning market share.
Checking Relationships
Thousands We believe some of this growth was driven by disruption in the marketplace. Checking accounts,
5,761 while traditionally profitable, have come under intense pressure as an extended period of low
5,465
interest rates and regulatory changes eroded their value.
+5% Some of our competitors responded by adding incremental fees to existing products, and many
banks eliminated free checking. PNC took a different path.
We chose to offer our customers more in return for their business. In March of 2011, we
2010 2011
introduced a new suite of checking products designed to provide more choices for customers,
moving them away from free checking and into stronger, deeper, more profitable relationships
with the bank based on cross-selling other products, such as home equity and mortgage loans.
We also decided to continue to offer free checking.
At the beginning of 2011, approximately 70 percent of PNCs new checking customers had
free checking accounts. By the fourth quarter of 2011, we had flipped the ratio of free checking
to relationship checking accounts, with nearly 60 percent of new customers now choosing
relationship accounts.
In our Corporate & Institutional Bank, new primary client acquisitions in Corporate Banking
were 1,165, an increase of 15 percent over the new primary clients we added in 2010. This
marks the second consecutive year we added more than 1,000 new primary clients.
Corporate Banking
New Primary Clients In addition to adding new customers, C&IB had a record year on several other fronts: the
1,165 number of agent-led deals and new transactions in business credit as well as cross-selling its
1,012
products. Looking ahead to our opportunities in this area, if we could cross-sell our new C&IB
clients to the same degree as our existing customers, it would add approximately $200 million
of incremental revenue.
2010 2011 We ranked second in the number of middle market business loans arranged in 2011. As we
grow, we see opportunities to lead syndications for larger corporate clients at higher dollar
amounts.
New client acquisition in our Asset Management Group continued to grow to record levels in
2011, fueled in part by significant increases in referrals from retail branches and corporate
bankers. Overall sales were up nearly 40 percent for 2011 compared to 2010, with referral
activity representing one-third of the total sales results.
Increasing Lending Our customer growth helped to drive increased lending in
2011. Loan growth accelerated toward the end of the year, with $4.5 billion of the $8.4 billion
annual increase occurring in the fourth quarter. Overall, we grew loans by 6 percent during
2011, with gains in commercial loans, indirect auto and education lending.
Total Loans
Tepid growth in the gross domestic product along with low interest rates had a dampening At Year End
Billions
effect on the banking industry in 2011, and we expect those factors to persist. In this
$159.0
challenging environment, our balance sheet provides us with options to enhance our net $150.6
interest income through continued loan growth and repricing our deposit business.
We have significant opportunities to reduce funding costs through the repricing of certificates
of deposit and maturing debt as well as the potential to redeem relatively high-cost trust
preferred securities. In the fourth quarter of 2011 alone, we saw $6 billion of certificates of
deposit mature, and we called $750 million of trust preferred securities. We expect to see 2010 2011
additional opportunities to reduce funding costs in 2012.
The RBC transaction added more than 400 Southeastern U.S. branches to PNCs powerful retail
franchise. With RBC Bank (USA), PNC has approximately 2,900 branches in 17 states and the
District of Columbia. Since the beginning of 2008, this represents an increase of almost 1,800
branches and nine new states.
At PNC, acquisition was only one part of our growth story in 2011. Throughout the year, we
continued to add more customers and deepen our relationships with them across our existing
footprint, and all of our legacy markets exceeded their sales plans.
To support this growth, we developed innovative products and services focused on the needs of
tomorrows banking and investing clients. We applied an understanding of customer trends
the roughly flat growth of branch and call center activity, the ongoing decline in check writing,
the expansion of online and mobile payments, and the increased use of multiple distribution
channels to give customers a top-flight banking experience.
One example, the PNC Virtual Wallet payments platform, has grown rapidly since its
introduction more than three years ago. At times in 2011, we added 14,000 new users every
week. More than 750,000 customers now use Virtual Wallet and it represents 50 percent of our
new checking relationships.
We followed our Virtual Wallet success with the introduction of bolt-on products to serve distinct
customer segments, including students and those who prefer banking on their smart phone
device. And in 2011, we introduced PNC Wealth InsightSM, a platform that gives investors a
snapshot of their net worth at any time. We already have nearly 10,000 customers using it.
Managing Risk As 2012 begins, the U.S. economy is showing signs of improvement,
and we are optimistic about the ongoing recovery, albeit at a deliberate pace. At the same time,
we are mindful of the impact that sustained high rates of unemployment and slow GDP growth
could have on our business. As a result, credit risk remains a priority for us.
we believe adherence to the Our nonperforming assets declined and our provision for credit losses and net
risk management principles we
charge-offs significantly improved in 2011. Overall, we remain committed to a
have established will continue to
serve us well.
moderate risk profile.
We take a similar approach in managing our balance sheet. I am fond of saying that every company
will eventually meet its balance sheet. We have met ours, and we like it. Our balance sheet remained
highly liquid and core funded with an 85 percent loan-to-deposit ratio at the end of the year.
Looking ahead, we are focused on managing our balance sheet effectively, adding clients that
meet our standards for risk-adjusted returns and making enhancements to risk management
capabilities and technologies.
While challenges remain, we believe adherence to the risk management principles we have
established will continue to serve us well.
Our effort to engage the workforce includes improving diversity at PNC. In 2011, we launched a
number of Employee Business Resource Groups Latino, African-American, Women, and Gay,
Lesbian, Bisexual and Transgender among them. For the benefit of both employees and customers,
we dramatically increased the amount of outreach we do in Spanish.
PNC has continued to hire employees throughout the economic downturn, and we seek top talent
at all levels across our franchise. As we begin our recruiting process in the Southeast, we have
received more than 10,000 external applications to join our firm in that region.
We also enhanced our management team. We named Joe Guyaux, a 40-year PNC veteran who
most recently led Retail Banking, as our chief risk officer. In todays risk environment, we could find
no better leader than Joe given his tremendous banking knowledge and his history of excellence in
every role he has had at the firm. Neil Hall, who has overseen our retail distribution system since
2005, will now manage Retail Banking. And last year we recruited Mike Lyons to lead our Corporate
& Institutional Bank.
Maintaining Our Reputation Public outreach has helped sustain our reputation
as a strong and reliable bank in spite of the difficult environment. In fact earlier this month, we were
ranked second on Fortunes list of most-admired companies in the category of superregional banks.
Awareness of our brand has been enhanced since the beginning of the Achievement advertising
campaign in 2010, rising from 57 percent to 74 percent today.
A good reputation could not be more important in this environment, and while our reputation is solid,
the industry as a whole is under intense scrutiny. Trust has plummeted from about 70 percent of the
public saying they had confidence in financial services companies in 2008 to about 25 percent in 2011.
PNC is working to restore confidence in Americas financial institutions. We have joined with others
to form the Partnership for a Secure Financial Future. The Partnership is committed to raising
awareness of the vital role the financial services industry plays in growing the nations economy,
creating new jobs and supporting small businesses.
Similarly, PNC has committed to renewed efforts at the state and local level that have enhanced
coordination between PNC and community leaders working on topics such as economic
development and mortgage servicing practices.
Giving Back to the Community PNC has continued to deliver for its
communities. Overall, we contributed nearly $69 million to strengthen and enrich the lives of
those in the places where we had a significant presence in 2011.
Importantly, we met our original $100 million goal for Grow Up Great by mid-2011, two years earlier
than expected. In just eight years, we have helped more than a million children under age five
prepare for school and life. We followed that success by expanding Grow Up Great in 2011. Today,
this is a $350 million initiative that will also kick off in the Southeast as PNC builds its presence there.
PNC knows something about building. We have more environmentally friendly buildings LEED-
certified by the U.S. Green Building Council than any company on Earth. Our most remarkable
building is yet to come. In May, we announced that PNC would undertake the construction of a new
headquarters. We expect The Tower at PNC Plaza, at the same intersection where PNC is currently
located, to be the most energy efficient office building in the world when it opens in 2015.
PNC earned another Outstanding Community Reinvestment Act rating from our regulators in
2011. And we believe we are an outstanding company, working hard for shareholders, customers,
employees and communities.
New Challenges and New Opportunities This year will bring new
challenges and a continuation of some past ones. The Federal Open Market Committee has
signaled low interest rates into 2014. An already difficult political climate will feature a highly
contentious presidential election. The economic outlook is for a modest recovery, but that
depends on events over which we have little or no control. From the European debt crisis to
American consumers worries about jobs and housing, the dangers are many. In this environment,
all banks will be challenged.
Five years from now, we want to Despite these circumstances, we believe we are better off than virtually all of our
look back at this moment and say: competitors on a relative basis. The longer these conditions exist, the greater our
We saw the opportunity and
opportunities for market share growth at the expense of smaller banks that are
we made the most of it.
either unwilling or unable to deploy the necessary resources to overcome increased
regulatory expenses, reduced fees and low rates. This environment also affects global banks, which
are facing higher capital requirements along with regulations that will limit some business activities.
For large regional banks like PNC, regulatory changes represent a considerable work set, but
we believe it is manageable. We must move forward to seize this moment, execute on our priorities
and continue to build our business. Five years from now, we want to look back at this moment
and say: We saw the opportunity and we made the most of it.
There is no magic formula to make the industrys challenges disappear. At PNC, we believe our
effective leadership team, focus on more and deeper customer relationships, strong risk and
expense management, and a solid reputation for acting in our customers best interests remain
the best strategy.
In difficult times, it is important to take the long view, and that is something we have always done
at PNC. This year marks our 160th as PNC traces its roots to 1852, when the Pittsburgh Trust
Company opened near Fifth Avenue and Wood Street, the same corner where our headquarters
stands today. More than a century and a half later, PNC remains committed to helping businesses
and consumers achieve their goals.
We are proud of our companys performance in 2011 and are confident that our best days lie ahead
as we continue to build a great company. As it has for the last 160 years, you can expect PNC to
deliver for our customers, shareholders, employees and communities.
Sincerely,
For more information regarding certain factors
that could cause future results to differ, possibly
materially, from historical performance or from
those anticipated in forward-looking statements,
James E. Rohr see the Cautionary Statement in Item 7 of our
2011 Annual Report on Form 10-K, which
Chairman and Chief Executive Officer accompanies this letter.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2011
Commission file number 001-09718
SUBSIDIARIES
Our corporate legal structure at December 31, 2011 consisted
of one domestic subsidiary bank, including its subsidiaries,
and approximately 122 active non-bank subsidiaries. Our bank
subsidiary is PNC Bank, National Association (PNC Bank,
N.A.), headquartered in Pittsburgh, Pennsylvania. For
additional information on our subsidiaries, see Exhibit 21 to
this Report.
Additional Powers Under the GLB Act. The Gramm Leach Other Federal Reserve and OCC Regulation and Supervision.
Bliley Act (GLB Act) permits a qualifying bank holding The federal banking agencies possess broad powers to take
company to become a financial holding company and corrective action as deemed appropriate for an insured
thereby engage in, or affiliate with financial companies depository institution and its holding company. In some cases,
engaging in, a broader range of activities than would the extent of these powers depends upon whether the
otherwise be permitted for a bank holding company. Permitted institution in question is considered well capitalized,
affiliates include securities underwriters and dealers, insurance adequately capitalized, undercapitalized, significantly
companies and companies engaged in other activities that are undercapitalized or critically undercapitalized. Generally,
determined by the Federal Reserve, in consultation with the the smaller an institutions capital base in relation to its risk-
Secretary of the Treasury, to be financial in nature or weighted or total assets, the greater the scope and severity of
incidental thereto or are determined by the Federal Reserve the agencies powers, ultimately permitting the agencies to
PNC is a bank holding company and a financial holding Our ability to pay dividends to shareholders is largely
company and is subject to numerous governmental regulations dependent on dividends from our operating subsidiaries,
involving both its business and organization. principally PNC Bank, N.A. Banks are subject to regulation
on the amount and circumstances of dividends they can pay to
Our businesses are subject to regulation by multiple bank their holding companies.
regulatory bodies as well as multiple securities industry
regulators. Applicable laws and regulations restrict our ability
We discuss these and other regulatory issues applicable to
to repurchase stock or to receive dividends from subsidiaries
PNC, including some particular areas of current regulatory
that operate in the banking and securities businesses and
focus or concern, in the Supervision and Regulation section
impose capital adequacy requirements. PNCs ability to
included in Item 1 of this Report and in Note 21 Regulatory
service its obligations is dependent on the receipt of dividends
Matters in the Notes To Consolidated Financial Statements in
and advances from its subsidiaries. Applicable laws and
Item 8 of this Report and here by reference.
regulations also restrict permissible activities and investments
and require compliance with protections for loan, deposit,
brokerage, fiduciary, mutual fund and other customers, and for A failure to comply, or to have adequate policies and
the protection of customer information, among other things. procedures designed to comply, with regulatory requirements
We are also subject to laws and regulations designed to could expose us to damages, fines and regulatory penalties
combat money laundering, terrorist financing, and transactions and other regulatory actions, which could be significant, and
with persons, companies or foreign governments designated could also injure our reputation with customers and others
by U.S. authorities. The consequences of noncompliance can with whom we do business.
include substantial monetary and nonmonetary sanctions as
well as damage to our reputation and businesses. We must comply with generally accepted accounting
principles established by the Financial Accounting Standards
In addition, we are subject to comprehensive examination and Board, accounting, disclosure and other rules set forth by the
supervision by banking and other regulatory bodies. SEC, income tax and other regulations established by the US
Examination reports and ratings (which often are not publicly Treasury and state and local taxing authorities, and revenue
available) and other aspects of this supervisory framework can rulings and other guidance issued by the Internal Revenue
materially impact the conduct, growth, and profitability of our Service, which affect our financial condition and results of
businesses. operations.
Due to the current economic environment and issues facing Changes in accounting standards, or interpretations of those
the financial services industry, we anticipate that there will be standards, can impact our revenue recognition and expense
new legislative and regulatory initiatives over the next several policies and affect our estimation methods used to prepare the
years, including many focused specifically on banking and consolidated financial statements. Changes in income tax
other financial services in which we are engaged. These regulations, revenue rulings, revenue procedures, and other
initiatives will be in addition to the actions already taken by guidance can impact our tax liability and alter the timing of
Congress and the regulators, through enactment of the Credit cash flows associated with tax deductions and payments. New
CARD Act, the SAFE Act, and Dodd-Frank, as well as guidance often dictates how changes to standards and
changes to the regulations implementing the Real Estate regulations are to be presented in our consolidated financial
Settlement Procedures Act, the Federal Truth in Lending Act, statements, as either an adjustment to beginning retained
and the Electronic Fund Transfer Act. Legislative and earnings for the period or as income or expense in current
regulatory initiatives have had and are likely to continue to period earnings. In some cases, changes may be applied to
have an impact on the conduct of our business. This impact previously reported disclosures.
During periods of market disruption, including periods of Our information systems may experience interruptions or
significantly rising or high interest rates, rapidly widening breaches in security.
credit spreads or illiquidity, it may be more difficult to value
certain of our assets if trading becomes less frequent and/or We rely heavily on communications and information systems
market data becomes less observable. There may be certain to conduct our business. Any failure, interruption or breach in
asset classes that were historically in active markets with security of these systems could result in disruptions to our
significant observable data that rapidly become illiquid due to accounting, deposit, loan and other systems, and adversely
market volatility, a loss in market confidence or other factors. affect our customer relationships. While we have policies and
In such cases, valuations in certain asset classes may require procedures designed to prevent or limit the effect of these
more subjectivity and management judgment; valuations may possible events, there can be no assurance that any such
include inputs and assumptions that are less observable or
There have been increasing efforts on the part of third parties Our business and financial performance could be
to breach data security at financial institutions or with respect adversely affected, directly or indirectly, by disasters, by
to financial transactions, including through the use of social terrorist activities or by international hostilities.
engineering schemes such as phishing. In addition, because
the techniques used to cause such security breaches change Neither the occurrence nor the potential impact of disasters,
frequently, often are not recognized until launched against a terrorist activities and international hostilities can be
target and may originate from less regulated and remote areas predicted. However, these occurrences could impact us
around the world, we may be unable to proactively address directly (for example, by causing significant damage to our
these techniques or to implement adequate preventative facilities or preventing us from conducting our business in the
measures. The ability of our customers to bank remotely, ordinary course), or indirectly as a result of their impact on
including online and through mobile devices, requires secure our borrowers, depositors, other customers, suppliers or other
transmission of confidential information and increases the risk counterparties. We could also suffer adverse consequences to
of data security breaches. the extent that disasters, terrorist activities or international
hostilities affect the financial markets or the economy in
Although to date efforts to breach our data security have not general or in any particular region. These types of impacts
had a material impact on PNC, the occurrence of any such could lead, for example, to an increase in delinquencies,
failure, interruption or security breach of our systems, bankruptcies or defaults that could result in our experiencing
particularly if widespread or resulting in financial losses to our higher levels of nonperforming assets, net charge-offs and
customers, could damage our reputation, result in a loss of provisions for credit losses.
customer business, subject us to additional regulatory scrutiny,
or expose us to civil litigation and financial liability. Our ability to mitigate the adverse consequences of such
occurrences is in part dependent on the quality of our
Our business and financial results could be impacted resiliency planning, and our ability, if any, to anticipate the
materially by adverse results in legal proceedings. nature of any such event that occurs. The adverse impact of
disasters or terrorist activities or international hostilities also
Many aspects of our business involve substantial risk of legal could be increased to the extent that there is a lack of
liability. We have been named or threatened to be named as preparedness on the part of national or regional emergency
defendants in various lawsuits arising from our business responders or on the part of other organizations and businesses
activities (and in some cases from the activities of companies that we deal with, particularly those that we depend upon but
we have acquired). In addition, we are regularly the subject of have no control over.
governmental investigations and other forms of regulatory
inquiry. We also are at risk when we have agreed to indemnify ITEM 1B UNRESOLVED STAFF COMMENTS
others for losses related to legal proceedings, including
litigation and governmental investigations and inquiries, they There are no SEC staff comments regarding PNCs periodic or
face, such as in connection with the sale of a business or assets current reports under the Exchange Act that are pending
by us. The results of these legal proceedings could lead to resolution.
significant monetary damages or penalties, restrictions on the
way in which we conduct our business, or reputational harm. ITEM 2 PROPERTIES
Although we establish accruals for legal proceedings when Our executive and primary administrative offices are located
information related to the loss contingencies represented by at One PNC Plaza, Pittsburgh, Pennsylvania. The 30-story
those matters indicates both that a loss is probable and that the structure is owned by PNC Bank, N.A.
amount of loss can be reasonably estimated, we do not have
accruals for all legal proceedings where we face a risk of loss. We own or lease numerous other premises for use in
In addition, due to the inherent subjectivity of the assessments conducting business activities, including operations centers,
and unpredictability of the outcome of legal proceedings, offices, and branch and other facilities. We consider the
amounts accrued may not represent the ultimate loss to us facilities owned or occupied under lease by our subsidiaries to
from the legal proceedings in question. Thus, our ultimate be adequate. We include here by reference the additional
losses may be higher, and possibly significantly so, than the information regarding our properties in Note 10 Premises,
amounts accrued for legal loss contingencies. Equipment and Leasehold Improvements in the Notes To
Consolidated Financial Statements in Item 8 of this Report.
We discuss further the unpredictability of legal proceedings
and describe some of our pending legal proceedings in Note
ITEM 4 MINE SAFETY DISCLOSURES Thomas K. Whitford has served as Vice Chairman since
February 2009. He was appointed Chief Administrative
Officer in May 2007. From April 2002 through May 2007 and
Not applicable then from November 2009 until April 2010, he served as
Chief Risk Officer.
EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding each of our executive officers as of Joan L. Gulley has served as Chief Human Resources Officer
February 17, 2012 is set forth below. Executive officers do not since April 2008. She was appointed Senior Vice President in
have a stated term of office. Each executive officer has held April 2008 and then Executive Vice President in February
the position or positions indicated or another executive 2009. She served as Chief Executive Officer for PNCs wealth
position with the same entity or one of its affiliates for the past management business from 2002 to 2006. From 1998 until
five years unless otherwise indicated below. April 2008, she served as Executive Vice President of PNC
Bank, N.A. and was responsible for product and segment
Year
management, as well as advertising and brand management
Name Age Position with PNC Employed (1) for PNC.
James E. Rohr 63 Chairman and Chief 1972
Executive Officer (2) Michael J. Hannon has served as Executive Vice President
Joseph C. Guyaux 61 Senior Vice Chairman 1972 since February 2009, prior to which he served as Senior Vice
and Chief Risk
Officer President. He has served as Chief Credit Officer since
William S. Demchak 49 Senior Vice Chairman 2002 November 2009. From February 2009 to November 2009 he
Thomas K. Whitford 55 Vice Chairman 1983 also served as Chief Risk Officer and served as Interim Chief
Joan L. Gulley 64 Executive Vice 1986
President and Chief Risk Officer from December 2011 to February 2012.
Human Resources
Officer Robert F. Hoyt has served as PNCs Chief Regulatory Affairs
Michael J. Hannon 55 Executive Vice 1982 Officer since May 2009. He has also served as Senior Deputy
President and Chief
Credit Officer General Counsel since October 2009, and served as director of
Robert F. Hoyt 47 Executive Vice 2009 business planning from May 2009 to November 2011. He was
President, Senior appointed Executive Vice President in November 2011 and
Deputy General
Counsel, and Chief was previously Senior Vice President. From December 2006
Regulatory Affairs to January 2009, Hoyt served as General Counsel of the U.S.
Officer Department of the Treasury.
Richard J. Johnson 55 Executive Vice 2002
President and Chief
Financial Officer Richard J. Johnson has served as Chief Financial Officer since
Michael P. Lyons 41 Executive Vice 2011 August 2005. He was appointed Executive Vice President in
President
E. William Parsley, III 46 Executive Vice 2003
February 2009 and was previously Senior Vice President.
President, Chief
Investment Officer Michael P. Lyons joined PNC in October 2011 and is head of
and Treasurer Corporate and Institutional Banking. Previously he served as
Helen P. Pudlin 62 Executive Vice 1989
President and General head of corporate development and strategic planning for
Counsel Bank of America, principal investment advisor at Maverick
Robert Q. Reilly 47 Executive Vice 1987 Capital, and as a director in Morgan Stanleys financial
President
institutions group. He was appointed Executive Vice President
Gregory H. Kozich 48 Senior Vice President
and Controller 2010 in November 2011.
(1) Where applicable, refers to year employed by predecessor company.
(2) Also serves as a director of PNC. Biographical information for Mr. Rohr is included E. William Parsley, III has served as Treasurer and Chief
in Election of Directors (Item 1) in our proxy statement for the 2012 annual Investment Officer since January 2004. He was appointed
meeting of shareholders.
Executive Vice President of PNC in February 2009.
Joseph C. Guyaux was appointed Senior Vice Chairman and Helen P. Pudlin has served as General Counsel since 1994.
Chief Risk Officer in February 2012, prior to which he served She was appointed Executive Vice President in February 2009
as President. and was previously Senior Vice President.
Gregory H. Kozich joined PNC as Senior Vice President of ITEM 5 MARKET FOR REGISTRANTS COMMON
PNC Bank, N.A. in October 2010. He has served as Senior EQUITY, RELATED STOCKHOLDER MATTERS AND
Vice President of PNC since February 2011 and Corporate
ISSUER PURCHASES OF EQUITY SECURITIES
Controller for PNC since March 2011. Prior to joining PNC,
he was with Fannie Mae as its corporate controller and
(a) (1) Our common stock is listed on the New York Stock
PricewaterhouseCoopers LLP as a partner in its National
Exchange and is traded under the symbol PNC. At the close
Banking Group.
of business on February 17, 2012, there were 77,045 common
shareholders of record.
DIRECTORS OF THE REGISTRANT
The name, age and principal occupation of each of our Holders of PNC common stock are entitled to receive dividends
directors as of February 17, 2012, and the year he or she first when declared by the Board of Directors out of funds legally
became a director is set forth below: available for this purpose. Our Board of Directors may not pay
Richard O. Berndt, 69, Managing Partner of or set apart dividends on the common stock until dividends for
Gallagher, Evelius & Jones LLP (law firm) (2007) all past dividend periods on any series of outstanding preferred
Charles E. Bunch, 62, Chairman and Chief Executive stock have been paid or declared and set apart for payment. The
Officer of PPG Industries, Inc. (coatings, sealants Board presently intends to continue the policy of paying
and glass products) (2007) quarterly cash dividends. The amount of any future dividends
Paul W. Chellgren, 69, Operating Partner, Snow will depend on economic and market conditions, our financial
Phipps Group, LLC (private equity) (1995) condition and operating results, and other factors, including
Kay Coles James, 62, President and Founder of The contractual restrictions and applicable government regulations
Gloucester Institute (non-profit) (2006) and policies (such as those relating to the ability of bank and
Richard B. Kelson, 65, President and Chief Executive non-bank subsidiaries to pay dividends to the parent company
Officer, ServCo, LLC (strategic sourcing, supply and regulatory capital limitations). Our ability to increase our
chain management) (2002) dividend is currently subject to the results of the Federal
Bruce C. Lindsay, 70, Chairman and Managing Reserves 2012 Comprehensive Capital Analysis and Review
Member of 2117 Associates, LLC (business (CCAR) as part of its supervisory assessment of capital
consulting firm) (1995) adequacy described under Supervision and Regulation in
Anthony A. Massaro, 67, Retired Chairman and Item 1 of this Report.
Chief Executive Officer of Lincoln Electric
Holdings, Inc. (manufacturer of welding and cutting The Federal Reserve has the power to prohibit us from paying
products) (2002) dividends without its approval. For further information
Jane G. Pepper, 66, Retired President of the concerning dividend restrictions and restrictions on loans,
Pennsylvania Horticultural Society (non-profit) dividends or advances from bank subsidiaries to the parent
(1997) company, you may review Supervision and Regulation in
James E. Rohr, 63, Chairman and Chief Executive Item 1 of this Report, Funding and Capital Sources in the
Officer of PNC (1990) Consolidated Balance Sheet Review section, Liquidity Risk
Donald J. Shepard, 65, Retired Chairman of the Management in the Risk Management section, and Trust
Executive Board and Chief Executive Officer of Preferred Securities in the Off-Balance Sheet Arrangements
AEGON N.V. (insurance) (2007) and VIEs section of Item 7 of this Report, and Note 13 Capital
Lorene K. Steffes, 66, Independent Business Advisor Securities of Subsidiary Trusts and Perpetual Trust Securities
(technology and technical services) (2000) and Note 21 Regulatory Matters in the Notes To Consolidated
Dennis F. Strigl, 65, Retired President and Chief Financial Statements in Item 8 of this Report, which we
Operating Officer of Verizon Communications Inc. include here by reference.
(telecommunications) (2001)
Thomas J. Usher, 69, Non-executive Chairman of We include here by reference additional information relating
Marathon Petroleum Corporation (oil and gas to PNC common stock under the caption Common Stock
industry) (1992) Prices/Dividends Declared in the Statistical Information
George H. Walls, Jr., 69, former Chief Deputy (Unaudited) section of Item 8 of this Report.
Auditor for the State of North Carolina (2006)
agent is:
Computershare Trust Company, N.A.
150
250 Royall Street
Canton, MA 02021
Dollars
800-982-7652 100
Certain prior period amounts have been reclassified to conform with the current period presentation, which we believe is more
meaningful to readers of our consolidated financial statements.
For information regarding certain business, regulatory and legal risks, see Item 1A Risk Factors and the Risk Management section
of Item 7 of this Report, and Note 22 Legal Proceedings and Note 23 Commitments and Guarantees in the Notes To Consolidated
Financial Statements included in Item 8 of this Report for additional information. Also, see the Cautionary Statement Regarding
Forward-Looking Information and Critical Accounting Estimates And Judgments sections included in Item 7 of this Report for
certain other factors that could cause actual results or future events to differ, perhaps materially, from historical performance and
from those anticipated in the forward-looking statements included in this Report. See also the Executive Summary section in
Item 7 of this Report for additional information affecting financial performance.
Total investment securities comprised 27% of average We provide a reconciliation of total business segment earnings
interest-earning assets for 2011 and 26% for 2010. to PNC consolidated income from continuing operations
before noncontrolling interests as reported according to
Average noninterest-earning assets totaled $41.0 billion in accounting principles generally accepted in the United States
2011 compared with $40.2 billion 2010. of America (GAAP) in Note 25 Segment Reporting in our
Notes To Consolidated Financial Statements of Item 8 of this
Average total deposits were $183.0 billion for 2011 compared Report.
with $181.9 billion for 2010. Average deposits remained
essentially flat from the prior year period primarily as a result Retail Banking
of decreases of $8.9 billion in average retail certificates of Retail Banking earned $31 million for 2011 compared with
deposit, $.4 billion in average other time deposits, and $.4 earnings of $144 million in 2010. Earnings declined from the
billion in average time deposits in foreign offices, which were prior year as lower revenues from the impact of Regulation E
offset by increases of $6.6 billion in average noninterest- rules related to overdraft fees, a low interest rate environment,
bearing deposits, $2.5 billion in average interest-bearing and the regulatory impact of lower interchange fees on debit
demand deposits and $1.2 billion in average savings deposits. card transactions, were partially offset by a lower provision
Total deposits at December 31, 2011 were $188.0 billion for credit losses and higher volumes of customer-initiated
compared with $183.4 billion at December 31, 2010 and are transactions. Retail Banking continued to maintain its focus on
further discussed within the Consolidated Balance Sheet growing core customers, selectively investing in the business
Review section of this Report. for future growth, and disciplined expense management.
governmental matters, and lower net interest income, partially Net interest income $8,700 $9,230
offset by an increase in loan originations and higher loans Net interest margin 3.92% 4.14%
sales revenue.
BlackRock Changes in net interest income and margin result from the
Our BlackRock business segment earned $361 million in 2011 interaction of the volume and composition of interest-earning
and $351 million in 2010. The higher business segment assets and related yields, interest-bearing liabilities and related
earnings from BlackRock for 2011 compared with 2010 were rates paid, and noninterest-bearing sources of funding. See the
primarily due to an increase in revenue. Statistical Information (Unaudited) Analysis Of
Year-To-Year Changes In Net Interest Income and Average
Non-Strategic Assets Portfolio Consolidated Balance Sheet And Net Interest Analysis in
This business segment (formerly Distressed Assets Portfolio) Item 8 and the discussion of purchase accounting accretion in
consists primarily of acquired non-strategic assets that fall the Consolidated Balance Sheet Review in Item 7 of this
outside of our core business strategy. Non-Strategic Assets Report for additional information.
Portfolio had earnings of $200 million in 2011 compared with
a loss of $57 million in 2010. The increase was primarily The decreases in net interest income and net interest margin
attributable to a lower provision for credit losses partially for 2011 compared with 2010 were primarily attributable to a
offset by lower net interest income. decrease in purchase accounting accretion on purchased
impaired loans primarily due to lower excess cash recoveries.
Other A decline in average loan balances and the low interest rate
Other reported earnings of $376 million for 2011 compared environment, partially offset by lower funding costs, also
with earnings of $386 million for 2010. The decrease in contributed to the decrease.
We expect our 2012 net interest income, including the results Service charges on deposits totaled $534 million for 2011 and
of our pending RBC Bank (USA) acquisition following $705 million for 2010. The decline resulted primarily from the
closing, to increase in percentage terms by mid-to-high single impact of Regulation E rules pertaining to overdraft fees. As
digits compared to 2011 as core net interest income should further discussed in the Retail Banking section of the Business
continue to grow offset by the expected decline in purchase Segments Review portion of this Item 7, the new Regulation E
accounting accretion, assuming the economic outlook for rules related to overdraft charges negatively impacted our
2012 will be a continuation of the 2011 environment. 2011 revenue by approximately $200 million compared with
2010.
NONINTEREST INCOME
Net gains on sales of securities totaled $249 million for 2011
Noninterest income totaled $5.6 billion for 2011 and $5.9
and $426 million for 2010. The net credit component of OTTI
billion for 2010. Noninterest income for 2011 reflected higher
of securities recognized in earnings was a loss of $152 million
asset management fees and other income, higher residential
in 2011, compared with a loss of $325 million in 2010.
mortgage banking revenue, and lower net other-than-
temporary impairments (OTTI), that were offset by a decrease
Gains on BlackRock related transactions included a fourth
in corporate service fees primarily due to a reduction in the
quarter 2010 pretax gain of $160 million from our sale of
value of commercial mortgage servicing rights, lower service
7.5 million BlackRock common shares as part of a BlackRock
charges on deposits from the impact of Regulation E rules
secondary common stock offering.
pertaining to overdraft fees, a decrease in net gains on sales of
securities and lower consumer services fees due, in part, to a
Other noninterest income totaled $1.1 billion for 2011
decline in interchange fees on individual debit card
compared with $.9 billion for 2010.
transactions in the fourth quarter partially offset by higher
transaction volumes throughout 2011.
The diversity of our revenue streams should enable us to
achieve a solid performance in an environment that will
Asset management revenue, including BlackRock, increased continue to be affected by regulatory reform headwinds and
$34 million to $1.1 billion in 2011 compared with 2010. The implementation challenges. Looking to 2012, we see
increase was driven by strong sales performance by our Asset opportunities for growth as a result of our larger franchise and
Management Group and somewhat higher equity earnings the pending acquisition, our ability to cross-sell our products
from our BlackRock investment. Discretionary assets under and services to existing clients and our progress in adding new
management at December 31, 2011 totaled $107 billion clients. We expect noninterest income to increase in
compared with $108 billion at December 31, 2010. percentage terms by the mid-single digits despite further
regulatory impacts on debit card interchange fees, assuming
For 2011, consumer services fees totaled $1.2 billion the economic outlook for 2012 will be a continuation of the
compared with $1.3 billion in 2010. The decrease was due to 2011 environment.
lower interchange rates on debit card transactions, lower
brokerage related revenue, and lower ATM related fees, PRODUCT REVENUE
partially offset by higher volumes of customer-initiated In addition to credit and deposit products for commercial
transactions including debit and credit cards. As further customers, Corporate & Institutional Banking offers other
discussed in the Retail Banking section of the Business services, including treasury management, capital markets-
Segments Review portion of this Item 7, the Dodd-Frank related products and services, and commercial mortgage
limits on interchange rates were effective October 1, 2011 and banking activities for customers in all business segments. A
had a negative impact on revenues of approximately $75 portion of the revenue and expense related to these products is
million in the fourth quarter of 2011, and are expected to have reflected in Corporate & Institutional Banking and the
an additional incremental reduction on 2012 annual revenue of remainder is reflected in the results of other businesses. The
approximately $175 million, based on 2011 transaction Other Information section in the Corporate & Institutional
volumes. Banking table in the Business Segments Review section of
NONINTEREST EXPENSE
Noninterest expense was $9.1 billion for 2011 and $8.6 billion
for 2010. Noninterest expense for 2011 included $324 million
of residential mortgage foreclosure-related expenses primarily
as a result of ongoing governmental matters, a noncash charge
of $198 million for the unamortized discount related to
redemption of trust preferred securities, and $42 million for
integration costs. The comparable amounts for 2010 were $71
million, $0 and $387 million, respectively.
The unpaid principal balance of purchased impaired loans Net unfunded credit commitments are comprised of the
declined from $9.7 billion at December 31, 2010 to $7.5 following:
billion at December 31, 2011 due to payments, disposals, and
charge-offs of amounts determined to be uncollectible. The Net Unfunded Credit Commitments
remaining purchased impaired mark at December 31, 2011
Dec. 31 Dec. 31
was $.8 billion, which was a decline from $1.9 billion at 2011 2010
December 31, 2010. The associated allowance for loan losses Commercial/commercial real estate (a) $ 64,955 $59,256
increased slightly by $.1 billion to $1.0 billion at Home equity lines of credit 18,317 19,172
December 31, 2011. The net investment of $6.9 billion at Credit card 16,216 14,725
December 31, 2010 declined 17% to $5.7 billion at Other 3,783 2,652
December 31, 2011. At December 31, 2011, our largest Total $103,271 $95,805
individual purchased impaired loan had a recorded investment (a) Less than 4% of these amounts at each date relate to commercial real estate.
of $25.2 million.
Commitments to extend credit represent arrangements to lend
We currently expect to collect total cash flows of $7.8 billion funds or provide liquidity subject to specified contractual
on purchased impaired loans, representing the $5.7 billion net conditions. Commercial commitments reported above exclude
investment at December 31, 2011 and the accretable net syndications, assignments and participations, primarily to
interest of $2.1 billion shown in the Accretable Net Interest- financial institutions, totaling $20.2 billion at December 31,
Purchased Impaired Loans table. These represent the net 2011 and $16.7 billion at December 31, 2010.
future cash flows on purchased impaired loans, as contractual
interest will be reversed. Unfunded liquidity facility commitments and standby bond
purchase agreements totaled $742 million at December 31,
2011 and $458 million at December 31, 2010 and are included
in the preceding table primarily within the Commercial /
commercial real estate category.
The following table provides detail regarding the vintage, current credit rating, and FICO score of the underlying collateral at
origination, where available, for residential mortgage-backed, commercial mortgage-backed and other asset-backed securities held
in the available for sale and held to maturity portfolios:
December 31, 2011
Agency Non-agency
Residential Commercial Residential Commercial
Mortgage- Mortgage- Mortgage- Mortgage- Asset-
Backed Backed Backed Backed Backed
Dollars in millions Securities Securities Securities Securities Securities
Fair Value Available for Sale $ 26,792 $ 1,140 $ 5,557 $ 2,756 $ 3,669
Fair Value Held to Maturity 4,891 1,382 3,573 1,262
Total Fair Value $ 31,683 $ 2,522 $ 5,557 $ 6,329 $ 4,931
% of Fair Value:
By Vintage
2011 28% 46% 4%
2010 33% 19% 4% 6%
2009 13% 18% 3% 10%
2008 4% 2% 4%
2007 5% 1% 18% 10% 6%
2006 2% 3% 24% 26% 8%
2005 and earlier 9% 10% 58% 52% 10%
Not Available 6% 1% 1% 56%
Total 100% 100% 100% 100% 100%
Other-Than-Temporary Impairments
Year ended December 31
In millions 2011 2010
Credit portion of OTTI losses (a)
Non-agency residential mortgage-backed $(130) $(242)
Non-agency commercial mortgage-backed (5)
Asset-backed (21) (78)
Other debt (1)
Total credit portion of OTTI losses (152) (325)
Noncredit portion of OTTI losses (b) (268) (283)
Total OTTI losses $(420) $(608)
(a) Reduction of noninterest income in our Consolidated Income Statement.
(b) Included in accumulated other comprehensive loss, net of tax, on our Consolidated
Balance Sheet.
The following table summarizes net unrealized gains and losses recorded on non-agency residential and commercial mortgage-
backed and other asset-backed securities, which represent our most significant categories of securities not backed by the US
government or its agencies. A summary of all OTTI credit losses recognized for 2011 by investment type is included in Note 7
Investment Securities in the Notes To Consolidated Financial Statements in Item 8 of this Report.
December 31, 2011
Residential Mortgage- Commercial Mortgage- Asset-Backed
In millions Backed Securities Backed Securities Securities (a)
Available for Sale Securities (Non-Agency)
Net Net Net
Unrealized Unrealized Unrealized
Fair Gain Fair Gain Fair Gain
Value (Loss) Value (Loss) Value (Loss)
Credit Rating Analysis
AAA $ 97 $ (1) $1,586 $ 47 $2,253
Other Investment Grade (AA, A, BBB) 509 (35) 979 23 713 $ (13)
Total Investment Grade 606 (36) 2,565 70 2,966 (13)
BB 303 (27) 85 (8)
B 403 (48) 107 (7)
Lower than B 4,210 (1,005) 568 (148)
Total Sub-Investment Grade 4,916 (1,080) 85 (8) 675 (155)
Total No Rating 35 106 1 25 (17)
Total $5,557 $(1,116) $2,756 $ 63 $3,666 $(185)
OTTI Analysis
Investment Grade:
OTTI has been recognized
No OTTI recognized to date $ 606 $ (36) $2,565 $ 70 $2,966 $ (13)
Total Investment Grade 606 (36) 2,565 70 2,966 (13)
Sub-Investment Grade:
OTTI has been recognized 3,417 (987) 548 (168)
No OTTI recognized to date 1,499 (93) 85 (8) 127 13
Total Sub-Investment Grade 4,916 (1,080) 85 (8) 675 (155)
No Rating:
OTTI has been recognized 25 (17)
No OTTI recognized to date 35 106 1
Total No Rating 35 106 1 25 (17)
Total $5,557 $(1,116) $2,756 $ 63 $3,666 $(185)
Securities Held to Maturity (Non-Agency)
Credit Rating Analysis
AAA $3,364 $ 99 $ 931 $ 9
Other Investment Grade (AA, A, BBB) 209 7 219 (2)
Total Investment Grade 3,573 106 1,150 7
BB 5
B 1
Lower than B
Total Sub-Investment Grade 6
Total No Rating 99 4
Total $3,573 $106 $1,255 $ 11
(a) Excludes $3 million and $7 million of available for sale and held to maturity agency asset-backed securities, respectively.
PNC consolidates variable interest entities (VIEs) when we Also, in connection with the Trust E Securities sale, we are
are deemed to be the primary beneficiary. The primary subject to a replacement capital covenant, which is described
beneficiary of a VIE is determined to be the party that meets in Note 13 Capital Securities of Subsidiary Trusts and
both of the following criteria: (1) has the power to make Perpetual Trust Securities in the Notes To Consolidated
decisions that most significantly affect the economic Financial Statements in Item 8 of this Report.
performance of the VIE and (2) has the obligation to absorb
losses or the right to receive benefits that in either case could
potentially be significant to the VIE.
Assets recorded at fair value represented 25% of total assets at December 31, 2011 and 27% at December 31, 2010. Liabilities
recorded at fair value represented 4% of total liabilities at December 31, 2011 and 3% at December 31, 2010, respectively.
The following table includes the assets and liabilities measured at fair value and the portion of such assets and liabilities that are
classified within Level 3 of the valuation hierarchy.
The majority of Level 3 assets represent non-agency residential mortgage-backed and asset-backed securities in the available for
sale securities portfolio for which there was a lack of observable market activity.
During 2011, no material transfers of assets or liabilities between the hierarchy levels occurred.
Dec. 31 Dec. 31
In billions 2011 2010
In determining the appropriateness of the ALLL, we make Those loans that qualify under ASC 310-30 are recorded at
specific allocations to impaired loans and allocations to fair value at acquisition, which involves estimating the
portfolios of commercial and consumer loans. We also expected cash flows to be received. Measurement of the fair
allocate reserves to provide coverage for probable losses value of the loan is based on the provisions of ASC 820. ASC
incurred in the portfolio at the balance sheet date based upon 310-30 prohibits the carryover or establishment of an
current market conditions, which may not be reflected in allowance for loan losses on the acquisition date.
historical loss data. While allocations are made to specific
loans and pools of loans, the total reserve is available for all Subsequent to the acquisition of the loan, we are required to
credit losses. continue to estimate cash flows expected to be collected over
the life of the loan. The measurement of expected cash flows
Commercial lending is the largest category of credits and is involves assumptions and judgments as to credit risk, interest
the most sensitive to changes in assumptions and judgments rate risk, prepayment risk, default rates, loss severity, payment
underlying the determination of the ALLL. We have allocated speeds and collateral values. All of these factors are inherently
approximately $2.0 billion, or 46%, of the ALLL at subjective and can result in significant changes in the cash
December 31, 2011 to the commercial lending category. flow estimates over the life of the loan. Such changes in
Consumer lending allocations are made based on historical expected cash flows could increase future earnings volatility
loss experience adjusted for recent activity. Approximately due to increases or decreases in the accretable yield (i.e., the
$2.3 billion, or 54%, of the ALLL at December 31, 2011 have difference between the undiscounted expected cash flows and
been allocated to these consumer lending categories. the recorded investment in the loan). The accretable yield is
recognized as interest income on a constant effective yield
To the extent actual outcomes differ from our estimates, method over the life of the loan. In addition, changes in
additional provision for credit losses may be required that expected cash flows could result in the recognition of
would reduce future earnings. See the following for additional impairment through provision for credit losses if the decline in
information: expected cash flows is attributable to a decline in credit
Allowances For Loan and Lease Losses and quality.
Unfunded Loan Commitments and Letters of Credit
in the Credit Risk Management section of this Item 7
Commercial MSRs are purchased or originated when loans are Dollars in millions
December 31
2011
December 31
2010
sold with servicing retained. Commercial MSRs do not trade
in an active market with readily observable prices so the Fair value $ 647 $1,033
precise terms and conditions of sales are not available. Weighted-average life (in years) (a) 3.6 5.8
Commercial MSRs are initially recorded at fair value and are Weighted-average constant
subsequently accounted for at the lower of amortized cost or prepayment rate (a) 22.10% 12.61%
fair value. Commercial MSRs are periodically evaluated for Weighted-average option adjusted
impairment. For purposes of impairment, the commercial spread 11.77% 12.18%
mortgage servicing rights are stratified based on asset type, (a) Changes in weighted-average life and weighted-average constant prepayment rate
which characterizes the predominant risk of the underlying reflect the cumulative impact of changes in rates, prepayment expectations and
model changes.
financial asset. The fair value of commercial MSRs is
estimated by using an internal valuation model. The model
The expected long-term return on assets assumption also has a Under current accounting rules, the difference between
significant effect on pension expense. The expected return on expected long-term returns and actual returns is accumulated
plan assets is a long-term assumption established by and amortized to pension expense over future periods. Each
considering historical and anticipated returns of the asset one percentage point difference in actual return compared
classes invested in by the pension plan and the asset allocation with our expected return causes expense in subsequent years
policy currently in place. For purposes of setting and to increase or decrease by up to $8 million as the impact is
reviewing this assumption, long term refers to the period amortized into results of operations.
over which the plans projected benefit obligations will be
disbursed. We review this assumption at each measurement We currently estimate a pretax pension expense of $93 million
date and adjust it if warranted. Our selection process in 2012 compared with pretax expense of $3 million in 2011.
references certain historical data and the current environment, This year-over-year expected increase is primarily due to the
but primarily utilizes qualitative judgment regarding future amortization impact of the unfavorable 2011 investment
return expectations. Accordingly, we generally do not change returns as compared with the expected long-term return
the assumption unless we modify our investment strategy or assumption and the increase in obligations due to the drop in
identify events that would alter our expectations of future the discount rate. In addition, the estimate for 2012 includes
returns. approximately $2 million for employees expected to join the
plan after the RBC Bank (USA) acquisition.
The table below details our indemnification and repurchase claim settlement activity during 2011 and 2010.
OREO and Foreclosed Assets The table above presents nonperforming asset activity for the
years ended December 31, 2011 and 2010. Nonperforming
Dec. 31 Dec. 31 assets decreased $967 million from $5.1 billion at
In millions 2011 2010
December 31, 2010, to $4.2 billion at December 31, 2011.
Other real estate owned (OREO): Approximately 80% of total nonperforming loans are secured
Residential properties $191 $304 by collateral, which would be expected to reduce credit losses
Residential development properties 183 166 and require less reserves in the event of default, and 28% of
Commercial properties 187 119 commercial lending nonperforming loans are contractually
Total OREO 561 589 current as to principal and interest. As of December 31, 2011,
commercial nonperforming loans are carried at approximately
Foreclosed and other assets 35 68
62% of their unpaid principal balance, due to charge-offs
OREO and foreclosed assets $596 $657
recorded to date, before consideration of the allowance for
loan and lease losses.
Total OREO and foreclosed assets decreased $61 million
during 2011 from $657 million at December 31, 2010, to $596 Purchased impaired loans are considered performing, even if
million at December 31, 2011, which represents 14% of total contractually past due (or if we do not expect to receive
nonperforming assets. As of December 31, 2011 and payment in full based on the original contractual terms), as we
December 31, 2010, 32% and 46%, respectively, of our are currently accreting interest income over the expected life
OREO and foreclosed assets were comprised of single family of the loans. The accretable yield represents the excess of the
residential properties. The lower level of OREO and expected cash flows on the loans at the measurement date over
foreclosed assets was driven by lower levels of residential the carrying value. Generally decreases, other than interest
properties as new foreclosures have fallen from the very high rate decreases for variable rate notes, in the net present value
levels of early 2010 and sales of foreclosed properties have of expected cash flows of individual commercial or pooled
rebounded from the low point in the fourth quarter 2010, consumer purchased impaired loans would result in an
partially offset by an increase in commercial properties which impairment charge to the provision for loan losses in the
was due to an increase in the average balance added to OREO period in which the change is deemed probable. Generally
with commercial property sales remaining constant year over increases in the net present value of expected cash flows of
year. Excluded from OREO at December 31, 2011 and purchased impaired loans would first result in a recovery of
December 31, 2010, respectively, was $280 million and $178 previously recorded allowance for loan losses, to the extent
million of residential real estate that was acquired by us upon applicable, and then an increase to accretable yield for the
foreclosure of serviced loans because they are insured by the remaining life of the purchased impaired loans. Total
Federal Housing Administration (FHA) or guaranteed by the nonperforming loans and assets in the tables above are
Department of Veterans Affairs (VA). significantly lower than they would have been due to this
accounting treatment for purchased impaired loans. This
treatment also results in a lower ratio of nonperforming loans
to total loans and a higher ratio of ALLL to nonperforming
loans. See Note 6 Purchased Impaired Loans in the Notes To
Consolidated Financial Statements in Item 8 of this Report for
additional information on these loans.
Our Special Asset Committee closely monitors primarily PNC contracted with a third-party service provider to provide
commercial loans that are not included in the nonperforming updated loan, lien and collateral data that is aggregated from
or accruing past due categories and for which we are uncertain public and private sources. We started receiving the data in
about the borrowers ability to comply with existing late 2011 and we are working with the third-party provider to
repayment terms over the next six months. These loans totaled enhance the information we are receiving. As we have made
$438 million at December 31, 2011 and $574 million at progress in our efforts, we have incrementally enhanced our
December 31, 2010. risk management processes and reporting to incorporate this
updated loan, lien, and collateral data, and we anticipate being
Home Equity Loan Portfolio substantially complete by the end of second quarter 2012.
Our home equity loan portfolio totaled $33.1 billion as of
December 31, 2011, or 21% of the total loan portfolio. Of that We track borrower performance monthly and other credit
total, $22.5 billion, or 68%, was outstanding under primarily metrics at least quarterly, including historical performance of
variable-rate home equity lines of credit and $10.6 billion, or any mortgage loans regardless of lien position that we may or
32%, consisted of closed-end home equity installment loans. may not hold, updated FICO scores and original and updated
Less than 2% of the home equity portfolio was on LTVs. This information is used for internal risk management
nonperforming status as of December 31, 2011. reporting and monitoring. We segment the population into
pools based on product type (e.g., home equity loans, brokered
As of December 31, 2011, we are in an originated first lien home equity loans, home equity lines of credit, brokered home
position for approximately 33% of the total portfolio and, equity lines of credit). We also further segment certain loans
where originated as a second lien, we currently hold or service based upon the delinquency status of any mortgage loan with
the first lien position for approximately an additional 2% of the same borrower (regardless of whether it is a first lien
the portfolio. Historically, we have originated and sold first senior to our second lien).
mortgages which has resulted in a low percentage of home
equity loans where we hold the first lien mortgage position. In establishing our ALLL, we utilize a delinquency roll-rate
The remaining 65% of the portfolio was secured by second methodology for pools of loans. In accordance with accounting
liens where we do not hold the first lien position. For the principles, under this methodology, we establish our allowance
majority of the home equity portfolio where we are in, hold or based upon incurred losses and not lifetime expected losses.
service the first lien position, the credit performance of this The roll-rate methodology estimates transition/roll of loan
portion of the portfolio is superior to the portion of the balances from one delinquency state (e.g., 30-59 days past due)
portfolio where we hold the second lien position but do not to another delinquency state (e.g., 60-89 days past due) and
hold the first lien. ultimately charge-off. The roll through to charge-off is based on
PNCs actual loss experience for each type of pool. Since a pool
Subsequent to origination, PNC is not typically notified when may consist of first and second liens, the charge-off amounts for
a senior lien position that is not held by PNC is satisfied. the pool are proportionate to the composition of first and second
Therefore, information about the current lien status of the liens in the pool. Our experience has been that the ratio of first
loans is limited, for loans that were originated in subordinated to second lien loans has been consistent over time and is
lien positions where PNC does not also hold the senior lien, to appropriately represented in our pools used for roll-rate
what can be obtained from external sources. calculations.
Bank-Owned Consumer Real Estate Related Loan Modifications Re-Default by Vintage (a) (b)
In addition to temporary loan modifications, we may make Commercial Loan Modifications and Payment Plans
available to a borrower a payment plan or a HAMP trial Modifications of terms for large commercial loans are based
payment period. Under a payment plan or a HAMP trial on individual facts and circumstances. Commercial loan
payment period, there is no change to the loans contractual modifications may involve reduction of the interest rate,
terms so the borrower remains legally responsible for payment extension of the term of the loan and/or forgiveness of
of the loan under its original terms. A payment plan involves principal. Modified large commercial loans are usually
the borrower making payments that differ from the contractual already nonperforming prior to modification.
payment amount for a short period of time, generally three
months, during which time a borrower is brought current. Our Beginning in 2010, we established certain commercial loan
motivation is to allow for repayment of an outstanding past modification and payment programs for small business loans,
due amount through payment of additional amounts over the Small Business Administration loans, and investment real
short period of time. Due to the short term nature of the estate loans. As of December 31, 2011 and December 31,
payment plan there is a minimal impact to the ALLL. 2010, $81 million and $88 million, respectively, in loan
balances were covered under these modification and payment
Under a HAMP trial payment period, we allow a borrower to plan programs. Of these loan balances, $24 million have been
demonstrate successful payment performance before determined to be TDRs as of December 31, 2011. No balances
establishing an alternative payment amount. Subsequent to were considered TDRs at December 31, 2010. As noted
successful borrower performance under the trial payment below, we adopted new TDR guidance, effective retroactively
period, we will change a loans contractual terms. As the to January 1, 2011.
borrower is often already delinquent at the time of
participation in the HAMP trial payment period, upon Troubled Debt Restructurings
successful completion, there is not a significant increase in the In the third quarter of 2011, we adopted new accounting
ALLL. If the trial payment period is unsuccessful, the loan guidance pertaining to TDRs, which was effective retroactive
will be charged off at the end of the trial payment period to its to January 1, 2011. For additional information, see Note 1
estimated fair value of the underlying collateral less costs to Accounting Policies and Note 5 Asset Quality and Allowances
sell. for Loan and Lease Losses and Unfunded Loan Commitments
and Letters of Credit in the Notes To Consolidated Financial
Residential conforming and certain residential construction Statements in Item 8 of this Report. A TDR is a loan whose
loans have been permanently modified under HAMP or, if terms have been restructured in a manner that grants a
they do not qualify for a HAMP modification, under concession to a borrower experiencing financial difficulties.
PNC-developed programs, which in some cases may operate TDRs typically result from our loss mitigation activities and
similarly to HAMP. These programs first require a reduction include rate reductions, principal forgiveness, postponement/
of the interest rate followed by an extension of term and, if reduction of scheduled amortization, and extensions, which
appropriate, deferral of principal payments. As of are intended to minimize economic loss and to avoid
December 31, 2011 and December 31, 2010, 2,701 accounts foreclosure or repossession of collateral. For the year ended
with a balance of $478 million and 1,027 accounts with a December 31, 2011, $2.7 billion of loans held for sale, loans
balance of $262 million, respectively, of residential real estate accounted for under the fair value option, pooled purchased
loans have been modified under HAMP and were still impaired loans, as well as certain consumer government
outstanding on our balance sheet. insured or guaranteed loans which were evaluated for TDR
consideration, are not classified as TDRs.
We do not re-modify a defaulted modified loan except for
subsequent significant life events, as defined by the OCC. A
re-modified loan continues to be classified as a TDR for the
remainder of its term regardless of subsequent payment
performance.
See Note 5 Asset Quality and Allowances for Loan and Lease We manage operational risk based upon a comprehensive
Losses and Unfunded Loan Commitments and Letters of framework that enables the company to determine the
Credit and Note 6 Purchased Impaired Loans in the Notes To enterprise and individual business units operational risk
Consolidated Financial Statements in Item 8 of this Report profile in comparison to the established risk appetite and
regarding changes in the ALLL and in the allowance for identify operational risks that may require further mitigation.
unfunded loan commitments and letters of credit. This framework is established around a set of enterprise-wide
policies and a system of internal controls that are designed to
CREDIT DEFAULT SWAPS manage risk and to provide management with timely and
From a credit risk management perspective, we use credit accurate information about the operations of PNC. This
default swaps (CDS) as a tool to manage risk concentrations framework employs a number of techniques to manage
in the credit portfolio. That risk management could come from operational risk, including:
protection purchased or sold in the form of single name or Risk and Control Self-Assessments (RCSAs) are
index products. When we buy loss protection by purchasing a performed at least annually across PNCs businesses,
CDS, we pay a fee to the seller, or CDS counterparty, in return processes, systems and products. RCSA methodology
for the right to receive a payment if a specified credit event is a standard process for management to self assess
occurs for a particular obligor or reference entity. operational risks, evaluate control effectiveness, and
determine if risk exposure is within established
When we sell protection, we receive a CDS premium from the tolerances;
buyer in return for PNCs obligation to pay the buyer if a Scenario Analysis is leveraged to proactively
specified credit event occurs for a particular obligor or evaluate operational loss events with the potential for
reference entity. severe business, financial, operational or regulatory
impact on the company or a major business unit. This
We evaluate the counterparty credit worthiness for all our methodology leverages standard processes and tools
CDS activities. Counterparty credit lines are approved based to evaluate a wide range of business and operational
on a review of credit quality in accordance with our traditional risks encompassing both external and internal events
credit quality standards and credit policies. The credit risk of relevant to the company. Based upon scenario
our counterparties is monitored in the normal course of analysis conclusions, management may implement
business. In addition, all counterparty credit lines are subject additional controls or risk management activities to
to collateral thresholds and exposures above these thresholds reduce exposure to an acceptable level;
are secured. A Key Risk Indicator (KRI) framework allows
management to assess actual operational risk results
CDSs are included in the Derivatives not designated as
compared to expectations and thresholds, as well as
hedging instruments under GAAP table in the Financial
proactively identify unexpected shifts in operational
Derivatives section of this Risk Management discussion.
risk exposure or control effectiveness. Enterprise-
OPERATIONAL RISK MANAGEMENT level KRIs are designed to monitor exposure across
Operational risk is the risk of loss resulting from inadequate or the different inherent operational risk types.
failed internal processes or systems, human factors, or Business-specific KRIs are established in support of
external events. This includes losses that may arise as a result the individual risk and control self assessments; and
of non-compliance with laws or regulations, failure to fulfill Operational loss events across the enterprise are
fiduciary responsibilities, as well as litigation or other legal continuously captured and maintained in a central
actions. Operational risk may occur in any of our business repository. This information is analyzed and used to
activities and manifests itself in various ways, including but help determine the root causes of these events and to
not limited to: identify trends that could indicate changes in the
Transaction processing errors, companys risk exposure or control effectiveness.
Unauthorized transactions and fraud by employees or
third parties,
Commitments
The following tables set forth contractual obligations and various other commitments as of December 31, 2011 representing
required and potential cash outflows.
At December 31, 2011, unrecognized tax benefits totaled $209 million. This liability for unrecognized tax benefits represents an
estimate of tax positions that we have taken in our tax returns which ultimately may not be sustained upon examination by taxing
authorities. Since the ultimate amount and timing of any future cash settlements cannot be predicted with reasonable certainty, this
estimated liability has been excluded from the contractual obligations table. See Note 20 Income Taxes in the Notes To
Consolidated Financial Statements in Item 8 of this Report for additional information.
MARKET RISK MANAGEMENT OVERVIEW Sensitivity results and market interest rate benchmarks for the
Market risk is the risk of a loss in earnings or economic value fourth quarters of 2011 and 2010 follow:
due to adverse movements in market factors such as interest
rates, credit spreads, foreign exchange rates, and equity prices.
Interest Sensitivity Analysis
We are exposed to market risk primarily by our involvement
in the following activities, among others:
Traditional banking activities of taking deposits and Fourth Fourth
Quarter Quarter
extending loans, 2011 2010
Equity and other investments and activities whose Net Interest Income Sensitivity Simulation
economic values are directly impacted by market Effect on net interest income in first year
factors, and from gradual interest rate change over
Trading in fixed income products, equities, following 12 months of:
derivatives, and foreign exchange, as a result of 100 basis point increase 2.3% 1.4%
customer activities and underwriting. 100 basis point decrease (a) (1.5)% (1.4)%
Effect on net interest income in second year
We have established enterprise-wide policies and from gradual interest rate change over the
methodologies to identify, measure, monitor, and report preceding 12 months of:
market risk. Market Risk Management provides independent 100 basis point increase 7.1% 4.1%
oversight by monitoring compliance with these limits and 100 basis point decrease (a) (4.4)% (4.8)%
guidelines, and reporting significant risks in the business to Duration of Equity Model (a)
the Risk Committee of the Board. Base case duration of equity (in years): (6.2) (.5)
Key Period-End Interest Rates
MARKET RISK MANAGEMENT INTEREST RATE RISK
One-month LIBOR .30% .26%
Interest rate risk results primarily from our traditional banking
activities of gathering deposits and extending loans. Many Three-year swap .82% 1.28%
factors, including economic and financial conditions, (a) Given the inherent limitations in certain of these measurement tools and techniques,
results become less meaningful as interest rates approach zero.
movements in interest rates, and consumer preferences, affect
the difference between the interest that we earn on assets and
the interest that we pay on liabilities and the level of our In addition to measuring the effect on net interest income
noninterest-bearing funding sources. Due to the repricing term assuming parallel changes in current interest rates, we
mismatches and embedded options inherent in certain of these routinely simulate the effects of a number of nonparallel
products, changes in market interest rates not only affect interest rate environments. The following Net Interest Income
expected near-term earnings, but also the economic values of Sensitivity to Alternative Rate Scenarios table reflects the
these assets and liabilities. percentage change in net interest income over the next two
12-month periods assuming (i) the PNC Economists most
Asset and Liability Management centrally manages interest likely rate forecast, (ii) implied market forward rates, and
rate risk set forth in our risk management policies approved by (iii) a Two-Ten Slope decrease (a 200 basis point decrease
managements Asset and Liability Committee and the Risk between two-year and ten-year rates superimposed on current
Committee of the Board. base rates) scenario.
30
funding base and balance sheet flexibility to adjust, where 15
appropriate and permissible, to changing interest rates and 0
market conditions. (15)
(30) VaR
1/31/11
2/28/11
3/31/11
4/30/11
5/31/11
6/30/11
7/31/11
8/31/11
9/30/11
10/31/11
11/30/11
12/30/11
Other Investments Not all elements of interest rate, market and credit risk are
We also make investments in affiliated and non-affiliated addressed through the use of financial or other derivatives,
funds with both traditional and alternative investment and such instruments may be ineffective for their intended
strategies. The economic values could be driven by either the purposes due to unanticipated market changes, among other
fixed-income market or the equity markets, or both. At reasons.
Purchased impaired loans Acquired loans determined to be Servicing rights An intangible asset or liability created by an
credit impaired under FASB ASC 310-30 (AICPA SOP 03-3). obligation to service assets for others. Typical servicing rights
Loans are determined to be impaired if there is evidence of include the right to receive a fee for collecting and forwarding
credit deterioration since origination and for which it is payments on loans and related taxes and insurance premiums
probable that all contractually required payments will not be held in escrow.
collected.
Swaptions Contracts that grant the purchaser, for a premium
Recorded investment The initial investment of a purchased payment, the right, but not the obligation, to enter into an
impaired loan plus interest accretion and less any cash interest rate swap agreement during a specified period or at a
payments and writedowns to date. The recorded investment specified date in the future.
excludes any valuation allowance which is included in our
allowance for loan and lease losses. Taxable-equivalent interest The interest income earned on
certain assets is completely or partially exempt from Federal
Recovery Cash proceeds received on a loan that we had income tax. As such, these tax-exempt instruments typically
previously charged off. We credit the amount received to the yield lower returns than taxable investments. To provide more
allowance for loan and lease losses. meaningful comparisons of yields and margins for all interest-
earning assets, we use interest income on a taxable-equivalent
Residential development loans Project-specific loans to
basis in calculating average yields and net interest margins by
commercial customers for the construction or development of
increasing the interest income earned on tax-exempt assets to
residential real estate including land, single family homes,
make it fully equivalent to interest income earned on other
condominiums and other residential properties. This would
taxable investments. This adjustment is not permitted under
exclude loans to commercial customers where proceeds are
GAAP on the Consolidated Income Statement.
for general corporate purposes whether or not such facilities
are secured.
Tier 1 common capital Tier 1 risk-based capital, less
Residential mortgage servicing rights hedge gains/(losses), preferred equity, less trust preferred capital securities, and less
net We have elected to measure acquired or originated noncontrolling interests.
residential mortgage servicing rights (MSRs) at fair value
under GAAP. We employ a risk management strategy Tier 1 common capital ratio Tier 1 common capital divided
designed to protect the economic value of MSRs from changes by period-end risk-weighted assets.
in interest rates. This strategy utilizes securities and a portfolio
of derivative instruments to hedge changes in the fair value of Tier 1 risk-based capital Total shareholders equity, plus
MSRs arising from changes in interest rates. These financial trust preferred capital securities, plus certain noncontrolling
instruments are expected to have changes in fair value which interests that are held by others; less goodwill and certain
are negatively correlated to the change in fair value of the other intangible assets (net of eligible deferred taxes relating
MSR portfolio. Net MSR hedge gains/(losses) represent the to taxable and nontaxable combinations), less equity
change in the fair value of MSRs, exclusive of changes due to investments in nonfinancial companies less ineligible
time decay and payoffs, combined with the change in the fair servicing assets and less net unrealized holding losses on
value of the associated securities and derivative instruments. available for sale equity securities. Net unrealized holding
gains on available for sale equity securities, net unrealized
Return on average assets Annualized net income divided by holding gains (losses) on available for sale debt securities and
average assets. net unrealized holding gains (losses) on cash flow hedge
derivatives are excluded from total shareholders equity for
Return on average capital Annualized net income divided by Tier 1 risk-based capital purposes.
average capital.
Tier 1 risk-based capital ratio Tier 1 risk-based capital
Return on average common shareholders equity Annualized divided by period-end risk-weighted assets.
net income less preferred stock dividends, including preferred
stock discount accretion and redemptions, divided by average Total equity Total shareholders equity plus noncontrolling
common shareholders equity. interests.
This information is set forth in the Risk Management section A companys internal control over financial reporting is a
of Item 7 of this Report. process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
ITEM 8 FINANCIAL STATEMENTS AND generally accepted accounting principles. A companys
SUPPLEMENTARY DATA internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records
REPORT OF INDEPENDENT REGISTERED PUBLIC that, in reasonable detail, accurately and fairly reflect the
ACCOUNTING FIRM transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are
To the Board of Directors and Shareholders of The PNC recorded as necessary to permit preparation of financial
Financial Services Group, Inc. statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
In our opinion, the accompanying consolidated balance sheets are being made only in accordance with authorizations of
and the related consolidated statements of income, changes in management and directors of the company; and (iii) provide
equity, and cash flows present fairly, in all material respects, reasonable assurance regarding prevention or timely detection
the financial position of The PNC Financial Services Group, of unauthorized acquisition, use, or disposition of the
Inc. and its subsidiaries (the Company) at December 31, companys assets that could have a material effect on the
2011 and December 31, 2010, and the results of their financial statements.
operations and their cash flows for each of the three years in
the period ended December 31, 2011 in conformity with Because of its inherent limitations, internal control over
accounting principles generally accepted in the United States financial reporting may not prevent or detect misstatements.
of America. Also in our opinion, the Company maintained, in Also, projections of any evaluation of effectiveness to future
all material respects, effective internal control over financial periods are subject to the risk that controls may become
reporting as of December 31, 2011, based on criteria inadequate because of changes in conditions, or that the
established in Internal ControlIntegrated Framework issued degree of compliance with the policies or procedures may
by the Committee of Sponsoring Organizations of the deteriorate.
Treadway Commission (COSO). The Companys management
is responsible for these financial statements, for maintaining /s/ PricewaterhouseCoopers LLP
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over Pittsburgh, Pennsylvania
financial reporting, included in Managements Report on February 29, 2012
Shareholders Equity
Capital
Shares Capital Surplus - Accumulated
Outstanding Surplus - Common Other
Common Common Preferred Stock and Retained Comprehensive Treasury Noncontrolling Total
In millions Stock Stock Stock Other Earnings Income (Loss) Stock Interests Equity
Balance at December 31, 2010 (a) 526 $2,682 $ 647 $12,057 $15,859 $(431) $(572) $2,596 $32,838
Net income 3,056 15 3,071
Other comprehensive income (loss), net of tax
Net unrealized losses on other-than-temporary
impaired debt securities (92) (92)
Net unrealized securities gains 601 601
Net unrealized gains on cash flow hedge
derivatives 195 195
Pension, other postretirement and postemployment
benefit plan adjustments (375) (375)
Other (3) (3)
Comprehensive income (loss) 15 3,397
Cash dividends declared
Common (604) (604)
Preferred (56) (56)
Preferred stock discount accretion 2 (2)
Common stock activity 1 1 10 11
Treasury stock activity (36) 85 49
Preferred stock issuance Series O (e) 988 988
Other 41 582 623
Balance at December 31, 2011 (a) 527 $2,683 $1,637 $12,072 $18,253 $(105) $(487) $3,193 $37,246
(a) The par value of our preferred stock outstanding was less than $.5 million at each date and, therefore, is excluded from this presentation.
(b) Retained earnings at January 1, 2009 was increased $110 million representing the after-tax noncredit portion of other-than-temporary impairment losses recognized in net income
during 2008 that has been reclassified to accumulated other comprehensive income (loss).
(c) Net treasury stock activity totaled less than .5 million shares issued.
(d) Includes 63.9 million common shares issuance, the net proceeds of which were used together with other available funds to redeem the Series N (TARP) Preferred Stock, for a $3.4
billion net increase in total equity.
(e) 10,000 Series O preferred shares with a $1 par value were issued on July 20, 2011.
See accompanying Notes To Consolidated Financial Statements.
We prepared these consolidated financial statements in As noted above, we mark-to-market our obligation to transfer
accordance with accounting principles generally accepted in BlackRock shares related to certain BlackRock LTIP
the United States of America (GAAP). We have eliminated programs. This obligation is classified as a derivative not
intercompany accounts and transactions. We have also designated as a hedging instrument under GAAP as disclosed
reclassified certain prior year amounts to conform to the 2011 in Note 16 Financial Derivatives.
presentation. These reclassifications did not have a material
impact on our consolidated financial condition or results of BUSINESS COMBINATIONS
operations. We record the net assets of companies that we acquire at their
estimated fair value at the date of acquisition and we include
See Note 2 Acquisition and Divestiture Activity regarding our the results of operations of the acquired companies on our
July 1, 2010 sale of PNC Global Investment Servicing Inc. Consolidated Income Statement from the date of acquisition.
The Consolidated Income Statement for all periods presented We recognize, as goodwill, the excess of the acquisition price
and related Notes To Consolidated Financial Statements over the estimated fair value of the net assets acquired.
reflect the global investment servicing business as
discontinued operations. SPECIAL PURPOSE ENTITIES
Special purpose entities (SPEs) are defined as legal entities
We have considered the impact on these consolidated structured for a particular purpose. We use special purpose
financial statements of subsequent events. entities in various legal forms to conduct normal business
activities. We review the structure and activities of special
USE OF ESTIMATES purpose entities for possible consolidation under the
We prepared these consolidated financial statements using applicable GAAP guidance.
financial information available at the time, which requires us
to make estimates and assumptions that affect the amounts
reported. Our most significant estimates pertain to our fair
value measurements, allowances for loan and lease losses and
unfunded loan commitments and letters of credit, and
accretion on purchased impaired loans. Actual results may
differ from the estimates and the differences may be material
to the consolidated financial statements.
ASC Topic 860 Accounting For Transfers of Financial On January 1, 2010, we adopted ASU 2009-16 Transfers
Assets requires a true sale legal analysis to address several and Servicing (Topic 860) Accounting For Transfers of
relevant factors, such as the nature and level of recourse to the Financial Assets. This guidance removed the concept of a
Nonperforming loans are generally not returned to performing While our reserve methodologies strive to reflect all relevant
status until the obligation is brought current and the borrower risk factors, there continues to be uncertainty associated with,
has performed in accordance with the contractual terms for a but not limited to, potential imprecision in the estimation
reasonable period of time and collection of the contractual process due to the inherent time lag of obtaining information
principal and interest is no longer in doubt. and normal variations between estimates and actual outcomes.
We provide additional reserves that are designed to provide
Foreclosed assets are comprised of any asset seized or coverage for losses attributable to such risks. The ALLL also
property acquired through a foreclosure proceeding or includes factors which may not be directly measured in the
acceptance of a deed-in-lieu of foreclosure. Other real estate determination of specific or pooled reserves. Such qualitative
owned is comprised principally of commercial real estate and factors may include:
residential real estate properties obtained in partial or total Industry concentrations and conditions,
satisfaction of loan obligations. Following the obtaining of a Recent credit quality trends,
foreclosure judgment, or in some jurisdictions the initiation of Recent loss experience in particular portfolios,
proceedings under a power of sale in the loan instruments, the Recent macro economic factors,
property will be sold. When we acquire the deed, we transfer Changes in risk selection and underwriting standards,
the loan to other real estate owned included in Other assets on and
our Consolidated Balance Sheet. Property obtained in Timing of available information.
satisfaction of a loan is recorded at estimated fair value less
cost to sell. We estimate fair values primarily based on In determining the appropriateness of the ALLL, we make
appraisals, when available, or sales agreements with third specific allocations to impaired loans and allocations to
parties. Anticipated recoveries and government guarantees are portfolios of commercial and consumer loans. While
also considered in evaluating the potential impairment of allocations are made to specific loans and pools of loans, the
loans at the date of transfer. Based upon the estimated fair total reserve is available for all credit losses.
value less cost to sell, the recorded investment of the loan, is
adjusted, and a charge-off/recovery is recognized to the
Allowance for Loan and Lease Losses (ALLL).
Certain loans transferred to the Agencies contain removal of We recognize a liability for our loss exposure associated with
account provisions (ROAPs). Under these ROAPs, we hold an contractual obligations to repurchase previously transferred
option to repurchase at par individual delinquent loans that loans due to breaches of representations and warranties and
meet certain criteria. When we have the unilateral ability to also for loss sharing arrangements (recourse obligations) with
repurchase a delinquent loan, effective control over the loan the Agencies. Other than providing temporary liquidity under
has been regained and we recognize an asset (in either Loans servicing advances and our loss exposure associated with our
or Loans held for sale) and a corresponding liability (in Other repurchase and recourse obligations, we have not provided nor
borrowed funds) on the balance sheet regardless of our intent are we required to provide any type of credit support,
to repurchase the loan. At December 31, 2011 and guarantees, or commitments to the securitization SPEs or
December 31, 2010, balances recognized in Loans and Other third-party investors in these transactions. See Note 23
borrowed funds associated with our ROAP option totaled Commitments and Guarantees for further discussion of our
$265 million and $336 million, respectively. repurchase and recourse obligations.
Certain Financial Information and Cash Flows Associated with Loan Sale and Servicing Activities
Home Equity
Residential Commercial Loans/
In millions Mortgages Mortgages (a) Lines (b)
The following table provides information related to the cash flows associated with PNCs loan sale and servicing activities:
Home Equity
Residential Commercial Loans/
In millions Mortgages Mortgages (a) Lines (b)
CASH FLOWS Year ended December 31, 2011
Sales of loans (i) $11,920 $2,351
Repurchases of previously transferred loans (j) 1,683 $42
Contractual servicing fees received 355 179 22
Servicing advances recovered/(funded), net (30) (95) 12
Cash flows on mortgage-backed securities held (h) 586 419
CASH FLOWS Year ended December 31, 2010
Sales of loans (i) $ 9,951 $2,413
Repurchases of previously transferred loans (j) 2,283 $28
Contractual servicing fees received 413 224 26
Servicing advances recovered/(funded), net 66 (32) 2
Cash flows on mortgage-backed securities held (h) 588 510
(a) Represents financial and cash flow information associated with both commercial mortgage loan transfer and servicing activities.
(b) These activities were part of an acquired brokered home equity business in which PNC is no longer engaged. See Note 23 Commitments and Guarantees for further information.
(c) For our continuing involvement with residential mortgages and home equity loan/line transfers, amount represents outstanding balance of loans transferred and serviced. For
commercial mortgages, amount represents the portion of the overall servicing portfolio in which loans have been transferred by us or third parties to VIEs.
(d) See Note 8 Fair Value and Note 9 Goodwill and Other Intangible Assets for further information.
(e) Pursuant to certain contractual servicing agreements, represents outstanding balance of funds advanced (i) to investors for monthly collections of borrower principal and interest,
(ii) for borrower draws on unused home equity lines of credit, and (iii) for collateral protection associated with the underlying mortgage collateral.
(f) Represents balances in custodial and escrow demand deposit accounts held at PNC on behalf of investors. Borrowers loan payments including escrows are deposited in these accounts
prior to their distribution.
(g) Represents liability for our loss exposure associated with loan repurchases for breaches of representations and warranties for our Residential Mortgage Banking and Non-Strategic
Assets Portfolio segments, and our multi-family commercial mortgage loss share arrangements for our Corporate & Institutional Banking segment. See Note 23 Commitments and
Guarantees for further information.
(h) Represents securities held where PNC transferred to and/or services loans for a securitization SPE and we hold securities issued by that SPE.
(i) There were no gains or losses recognized on the transaction date for sales of residential mortgage and certain commercial mortgage loans as these loans are recognized on the balance
sheet at fair value. For transfers of commercial mortgage loans not recognized on the balance sheet at fair value, gains/losses recognized on sales of these loans were insignificant for
the periods presented.
(j) Includes repurchases of government insured and government guaranteed loans repurchased through the exercise of our ROAP option.
Liabilities
Other borrowed funds $4,272 $ 287 $ 218 $4,777
Accrued expenses 50 105 155
Other liabilities 355 379 734
Total liabilities $4,627 $ 337 $ 702 $5,666
Liabilities
Other borrowed funds $2,715 $ 523 $ 116 $3,354
Accrued expenses 9 79 88
Other liabilities 268 188 456
Total liabilities $2,983 $ 532 $ 383 $3,898
(a) Amounts represent carrying value on PNCs Consolidated Balance Sheet.
(b) Amounts primarily represent Low Income Housing Tax Credit (LIHTC) investments.
Non-Consolidated VIEs
Accruing
Current or Less 90 Days
Than 30 Days 30-59 Days 60-89 Days Or More Total Past Nonperforming Purchased
In millions Past Due Past Due Past Due Past Due Due (a) Loans Impaired Total Loans
December 31, 2011
Commercial $ 64,437 $ 122 $ 47 $ 49 $ 218 $ 899 $ 140 $ 65,694
Commercial real estate 14,010 96 35 6 137 1,345 712 16,204
Equipment lease financing 6,367 22 5 27 22 6,416
Home equity 29,288 173 114 221 508 529 2,764 33,089
Residential real estate (b) 7,935 302 176 2,281 2,759 726 3,049 14,469
Credit card 3,857 38 25 48 111 8 3,976
Other consumer (c) 18,355 265 145 368 778 31 2 19,166
Total $144,249 $1,018 $547 $2,973 $4,538 $3,560 $6,667 $159,014
Percentage of total loans 90.72% .64% .34% 1.87% 2.85% 2.24% 4.19% 100.00%
December 31, 2010
Commercial $ 53,273 $ 251 $ 92 $ 59 $ 402 $1,253 $ 249 $ 55,177
Commercial real estate 14,713 128 62 43 233 1,835 1,153 17,934
Equipment lease financing 6,276 37 2 1 40 77 6,393
Home equity 30,334 159 91 174 424 448 3,020 34,226
Residential real estate (b) 9,150 331 225 2,121 2,677 818 3,354 15,999
Credit card 3,765 46 32 77 155 3,920
Other consumer (c) 16,312 260 101 234 595 35 4 16,946
Total $133,823 $1,212 $605 $2,709 $4,526 $4,466 $7,780 $150,595
Percentage of total loans 88.86% .81% .40% 1.80% 3.01% 2.97% 5.16% 100.00%
(a) Past due loan amounts exclude purchased impaired loans as they are considered current loans due to the accretion of interest income.
(b) Past due loan amounts at December 31, 2011, include government insured or guaranteed residential real estate mortgages, totaling $.1 billion for 30 to 59 days past due, $.1 billion for
60 to 89 days past due and $2.1 billion for 90 days or more past due. Past due loan amounts at December 31, 2010, include government insured or guaranteed residential real estate
mortgages, totaling $.1 billion for 30 to 59 days past due, $.1 billion for 60 to 89 days past due and $2.0 billion for 90 days or more past due.
(c) Past due loan amounts at December 31, 2011, include government insured or guaranteed other consumer loans, totaling $.2 billion for 30 to 59 days past due, $.1 billion for 60 to 89
days past due and $.3 billion for 90 days or more past due. Past due loan amounts at December 31, 2010, include government insured or guaranteed other consumer loans, totaling $.2
billion for 30 to 59 days past due, $.1 billion for 60 to 89 days past due and $.2 billion for 90 days or more past due.
Nonperforming loans
Commercial $ 899 $1,253
Commercial real estate 1,345 1,835
Equipment lease financing 22 77
TOTAL COMMERCIAL LENDING 2,266 3,165
Consumer (a)
Home equity 529 448
Residential real estate (b) 726 818
Credit card (c) 8
Other consumer 31 35
TOTAL CONSUMER LENDING 1,294 1,301
Total nonperforming loans (d) 3,560 4,466
OREO and foreclosed assets
Other real estate owned (OREO) (e) 561 589
Foreclosed and other assets 35 68
TOTAL OREO AND FORECLOSED ASSETS 596 657
Total nonperforming assets $4,156 $5,123
Nonperforming loans to total loans 2.24% 2.97%
Nonperforming assets to total loans, OREO and foreclosed assets 2.60 3.39
Nonperforming assets to total assets 1.53 1.94
Interest on nonperforming loans
Computed on original terms $ 278 $ 329
Recognized prior to nonperforming status 47 53
(a) Excludes most consumer loans and lines of credit, not secured by residential real estate, which are charged off after 120 to 180 days past due and are not placed on nonperforming
status.
(b) Effective in 2011, nonperforming residential real estate excludes loans of $61 million accounted for under the fair value option as of December 31, 2011. The comparable balance at
December 31, 2010 was not material.
(c) Effective in the second quarter 2011, the commercial nonaccrual policy was applied to certain small business credit card balances. This change resulted in loans being placed on
nonaccrual status when they become 90 days or more past due. We continue to charge off these loans at 180 days past due.
(d) Nonperforming loans do not include government insured or guaranteed loans, loans held for sale, loans accounted for under the fair value option and purchased impaired loans.
(e) Other real estate owned excludes $280 million and $178 million at December 31, 2011, and December 31, 2010, respectively, related to residential real estate that was acquired by us
upon foreclosure of serviced loans because they are insured by the Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs (VA).
Nonperforming loans also include loans whose terms have million at December 31, 2011 and December 31, 2010,
been restructured in a manner that grants a concession to a respectively, and are excluded from nonperforming loans.
borrower experiencing financial difficulties. In accordance These loans have demonstrated a period of at least six months
with applicable accounting guidance, these loans are of consecutive performance under the restructured terms. At
considered TDRs. See Note 1 Accounting Policies and the December 31, 2011 and December 31, 2010, remaining
TDR section of this Note 5 for additional information. For the commitments to lend additional funds to debtors in a
year ended December 31, 2011, $2.7 billion of loans held for commercial or consumer TDR were immaterial.
sale, loans accounted for under the fair value option, pooled
purchased impaired loans, as well as certain consumer Net interest income less the provision for credit losses was
government insured or guaranteed loans which were evaluated $7.5 billion for 2011 compared with $6.7 billion for 2010 and
for TDR consideration, are not classified as TDRs. $5.2 billion for 2009.
Commercial Real Estate Loan Class See Note 6 Purchased Impaired Loans for additional
We manage credit risk associated with our commercial real information.
estate projects and commercial mortgage activities similar to
commercial loans by analyzing PD and LGD. However, due to
Home Equity and Residential Real Estate Loan Classes LTV (inclusive of combined loan-to-value (CLTV) ratios for
We use several credit quality indicators, including second lien positions): At least annually, we update the
delinquency information, nonperforming loan information, property values of real estate collateral and calculate an
updated credit scores, originated and updated LTV ratios, and updated LTV ratio. For open-end credit lines secured by real
geography, to monitor and manage credit risk within the home estate in regions experiencing significant declines in property
equity and residential real estate loan classes. We evaluate values, more frequent valuations may occur. We examine
mortgage loan performance by source originators and loan LTV migration and stratify LTV into categories to monitor the
servicers. A summary of asset quality indicators follows: risk in the loan classes.
Consumer Real Estate Secured Asset Quality Indicators Excluding Purchased Impaired Loans (a)
Residential Real
Home Equity (b) Estate (b)
December 31, 2011 in millions 1st Liens 2nd Liens 1st Liens Total (b)
Current estimated LTV ratios (c) (d)
Greater than or equal to 125% and updated FICO scores:
Greater than 660 $ 1,448 $ 3,488 $ 1,845 $ 6,781
Less than or equal to 660 (e) (f) 213 713 463 1,389
Missing FICO 494 135 289 918
Greater than or equal to 100% to less than 125% and updated FICO scores:
Greater than 660 1,017 2,864 1,336 5,217
Less than or equal to 660 (e) (f) 172 517 349 1,038
Missing FICO 186 87 53 326
Greater than or equal to 90% to less than 100% and updated FICO scores:
Greater than 660 687 1,350 760 2,797
Less than or equal to 660 111 205 200 516
Missing FICO 3 2 12 17
Greater than or equal to 100% to less than 125% and updated FICO scores:
Greater than 660 19 490 229 738
Less than or equal to 660 22 272 375 669
Missing FICO 19 7 26
Greater than or equal to 90% to less than 100% and updated FICO scores:
Greater than 660 10 118 116 244
Less than or equal to 660 13 69 208 290
Missing FICO 5 4 9
Throughout 2011 management continued to refine its process for updating LTVs, including the acquisition of additional third-party
data to determine updated LTVs. Prior to the fourth quarter 2011, updated LTV information was not readily available for a portion
of the home equity and residential real estate loan classes and, therefore, management relied on a combination of original and
updated LTVs for internal and external reporting of credit quality indicators for the home equity and residential real estate loan
classes as set forth in the 2010 Consumer Real Estate Secured Asset Quality Indicators table (the 2010 Table).
The 2011 Consumer Real Estate Secured Asset Quality Indicators Excluding Purchased Impaired Loans table (the 2011 Table)
and Consumer Real Estate Secured Asset Quality Indicators Purchased Impaired Loans table (the 2011 Purchased Impaired
Table and together with the 2011 Table, the 2011 Tables) are not directly comparable to the 2010 Table. Due to our 2011
process enhancements and availability of updated LTVs at December 31, 2011, we have defined higher risk loans in the 2011
Table based upon an updated LTV of 100% or greater, whereas higher risk loans in the 2010 Table were based a combination of
original LTV of 90% or greater and updated LTV of 90% or greater. We have also provided a separate 2011 Purchased Impaired
Table for our purchased impaired loans, whereas purchased impaired loans were included in our 2010 Table. Additionally, please
see the Home Equity and Residential Real Estate Balances table for a reconciliation of outstanding balances to recorded investment
utilized in the 2011 Tables and 2010 Table, respectively.
Credit Card and Other Consumer Loan Classes Consumer Purchased Impaired Loans Class
We monitor a variety of asset quality information in the Estimates of the expected cash flows primarily determine the
management of the credit card and other consumer loan credit impacts of consumer purchased impaired loans.
classes. Other consumer loan classes include education, Consumer cash flow estimates are influenced by a number of
automobile, and other secured and unsecured lines and loans. credit related items, which include, but are not limited to:
Along with the trending of delinquencies and losses for each estimated real estate values, payment patterns, updated FICO
class, FICO credit score updates are generally obtained on a scores, the current economic environment, updated LTV ratios
monthly basis, as well as a variety of credit bureau attributes. and the date of origination. These key factors are monitored to
Loans with high FICO scores tend to have a lower likelihood help ensure that concentrations of risk are mitigated and cash
of loss. Conversely, loans with low FICO scores tend to have flows are maximized.
a higher likelihood of loss.
Credit Card and Other Consumer Loan Classes Asset Quality Indicators
Credit Card (a) Other Consumer (b)
% of Total Loans % of Total Loans
Using FICO Using FICO
Dollars in millions Amount Credit Metric Amount Credit Metric
December 31, 2011
FICO score greater than 719 $2,016 51% $ 5,556 61%
650 to 719 1,100 28 2,125 23
620 to 649 184 5 370 4
Less than 620 284 7 548 6
No FICO score available or required (c) 392 9 574 6
Total loans using FICO credit metric 3,976 100% 9,173 100%
Consumer loans using other internal credit metrics (b) 9,993
Total loan balance $3,976 $19,166
Weighted-average current FICO score (d) 723 739
December 31, 2010
FICO score greater than 719 $1,895 48% $ 4,135 58%
650 to 719 1,149 29 1,984 28
620 to 649 183 5 295 4
Less than 620 424 11 652 9
No FICO score available or required (c) 269 7 81 1
Total loans using FICO credit metric 3,920 100% 7,147 100%
Consumer loans using other internal credit metrics (b) 9,799
Total loan balance $3,920 $16,946
Weighted-average current FICO score (d) 709 713
TROUBLED DEBT RESTRUCTURINGS (TDRS) The change in the recorded investments as a result of the TDR
A TDR is a loan whose terms have been restructured in a is also provided below.
manner that grants a concession to a borrower experiencing
financial difficulties. TDRs typically result from our loss Financial Impact of TDRs (a)
mitigation activities and include rate reductions, principal
During the year ended Pre-TDR Post-TDR
forgiveness, postponement/reduction of scheduled December 31, 2011 Number Recorded Recorded
amortization, and extensions, which are intended to minimize Dollars in millions of Loans Investment (b) Investment (c)
Total consumer lending $1,798 $1,422 TDRs may result in charge-offs and interest income not being
Total commercial lending 405 236 recognized. At or around the time of modification, there was
Total TDRs $2,203 $1,658 approximately $26 million in recorded investment of
commercial TDRs and approximately $15 million in recorded
Nonperforming $1,141 $ 784
investment of commercial real estate TDRs charged off during
Accruing (a) 771 543 the year ended December 31, 2011. For residential real estate,
Credit card (b) 291 331 approximately $29 million in recorded investment was
Total TDRs $2,203 $1,658 charged off during the year ended December 31, 2011 related
(a) Accruing loans have demonstrated a period of at least six months of performance to modifications in which principal was partially deferred and
under the restructured terms and are excluded from nonperforming loans. deemed uncollectible. Charge offs around the time of
(b) Includes credit cards and certain small business and consumer credit agreements
modification related to home equity, credit card, and other
whose terms have been restructured and are TDRs. However, since our policy is to
exempt these loans from being placed on nonaccrual status as permitted by consumer TDR portfolios were immaterial for the period.
regulatory guidance as generally these loans are directly charged off in the period
that they become 180 days past due, these loans are excluded from nonperforming
A financial effect of rate reduction TDRs is interest income not
loans.
recognized. Interest income not recognized that otherwise
would have been earned in the year ended December 31, 2011
The table below quantifies the number of loans that were
related to both commercial TDRs and consumer TDRs is not
classified as TDRs during the year ended December 31, 2011.
material.
TDRs by Type
Post-TDR Recorded Investment
During the year ended December 31, 2011 Principal Rate
Dollars in millions Forgiveness Reduction Other Total
Commercial lending
Commercial $ 19 $ 33 $ 60 $ 112
Commercial real estate 83 123 54 260
TOTAL COMMERCIAL LENDING (a) 102 156 114 372
Consumer lending
Home equity 281 39 320
Residential real estate 236 115 351
Credit card 92 92
Other consumer 1 12 13
TOTAL CONSUMER LENDING 610 166 776
Total TDRs $102 $766 $280 $1,148
(a) Excludes less than $1 million of Equipment lease financing in Other TDRs.
After a loan is determined to be a TDR, we continue to track The impact to the ALLL for commercial loan TDRs is the effect
its performance under its most recent restructured terms. In of moving to the specific reserve methodology from the
the table below, we consider a TDR to have subsequently quantitative reserve methodology for those loans that were not
defaulted when it becomes 60 days past due after the most already put on nonaccrual status. There is an impact to the
recent date the loan was restructured. The following table ALLL as a result of the concession made, which generally
presents the recorded investment of loans that were classified results in the expectation of fewer future cash flows. The
as TDRs during a 12-month period within 2010 and 2011 and decline in expected cash flows, as well as the application of a
subsequently defaulted during 2011. present value discount rate, when compared to the recorded
investment, results in a charge-off or increased ALLL.
TDRs which have Subsequently Defaulted Subsequent defaults of commercial loan TDRs do not have a
significant impact on the ALLL as these TDRs are individually
During the year ended December 31, 2011 Number of Recorded evaluated under the specific reserve methodology.
Dollars in millions Contracts Investment
Commercial lending
For consumer TDRs the ALLL is calculated using a
Commercial 37 $ 57 discounted cash flow model, which leverages subsequent
Commercial real estate 41 136 default, prepayment, and severity rate assumptions based upon
TOTAL COMMERCIAL LENDING (a) 78 193 historically observed data. Similar to the commercial loan
Consumer lending specific reserve methodology, the reduced expected cash
flows resulting from the concessions granted impact the
Home equity 1,166 90
consumer ALLL. The decline in expected cash flows, as well
Residential real estate 421 93
as the application of a present value discount rate, when
Credit card 38,256 28 compared to the recorded investment, results in a charge-off
Other consumer 47 1 or increased ALLL.
TOTAL CONSUMER LENDING 39,890 212
Total TDRs 39,968 $405
(a) Amount for Equipment lease financing totaled less than $1 million.
Commercial Consumer
In millions Lending Lending Total
Unpaid Average
Principal Recorded Associated Recorded
In millions Balance Investment (a) Allowance (b) Investment (a)
ALLOWANCE FOR UNFUNDED LOAN COMMITMENTS AND NOTE 6 PURCHASED IMPAIRED LOANS
LETTERS OF CREDIT At December 31, 2008, we identified certain loans related to the
We maintain the allowance for unfunded loan commitments National City acquisition, for which there was evidence of credit
and letters of credit at a level we believe is appropriate to quality deterioration since origination and it was probable that we
absorb estimated probable credit losses on these unfunded would be unable to collect all contractually required principal and
credit facilities. See Note 1 Accounting Policies for additional interest payments. Evidence of credit quality deterioration
information. included statistics such as past due status, declines in updated
borrower FICO credit scores, geographic concentration and
Rollforward of Allowance for Unfunded Loan Commitments increases in updated LTV ratios. GAAP requires these loans to be
and Letters of Credit recorded at fair value at acquisition date and prohibits the
In millions 2011 2010 2009
carrying over or the creation of valuation allowances in the
initial accounting for such loans acquired in a transfer.
January 1 $188 $296 $344
Net change in allowance for unfunded loan GAAP allows purchasers to aggregate purchased impaired loans
commitments and letters of credit 52 (108) (48)
acquired in the same fiscal quarter into one or more pools,
December 31 $240 $188 $296 provided that the loans have common risk characteristics. A
December 31, 2011 December 31, 2010 Purchased impaired commercial and commercial real estate
Recorded Outstanding Recorded Outstanding loans are charged off when the entire customer loan balance is
In millions Investment Balance Investment Balance
deemed uncollectible. As purchased impaired consumer and
Commercial $ 140 $ 245 $ 249 $ 408
residential real estate loans are accounted for in pools,
Commercial real estate 712 743 1,153 1,391 uncollectible amounts on individual loans remain in the pools
Consumer 2,766 3,405 3,024 4,121 and are not reported as charge-offs. Disposals of loans, which
Residential real estate 3,049 3,128 3,354 3,803 may include sales of loans or foreclosures, result in removal of
Total $6,667 $7,521 $7,780 $9,723 the loan from the purchased impaired loan portfolio at its
carrying amount.
The excess of cash flows expected to be collected over the During 2011, $262 million of provision and $161 million of
carrying value is referred to as the accretable yield and is charge-offs were recorded on purchased impaired loans. As of
recognized in interest income over the remaining life of the December 31, 2011, decreases in the net present value of
loan using the constant effective yield method. The difference expected cash flows from the date of acquisition of purchased
between contractually required payments and the cash flows impaired loans resulted in an allowance for loan and lease
expected to be collected is referred to as the nonaccretable losses of $998 million on $6.5 billion of the purchased
difference. Changes in the expected cash flows of individual impaired loans while the remaining $.2 billion of purchased
or pooled purchased impaired loans will either impact the impaired loans required no allowance as net present value of
accretable yield or result in an impairment charge to the expected cash flows improved or remained the same.
provision for credit losses in the period in which the changes
become probable. Activity for the accretable yield for 2011 follows.
Subsequent decreases to the net present value of expected cash Accretable Yield
flows will generally result in an impairment charge to the
In millions 2011
provision for credit losses, resulting in an increase to the
ALLL, and a reclassification from accretable yield to January 1 $2,185
nonaccretable difference. Subsequent increases to the net Accretion (including excess cash recoveries) (920)
present value of expected cash flows will generally result in a Net reclassifications to accretable from non-accretable (a) 908
recapture of any previously recorded ALLL, to the extent Disposals (64)
applicable, and/or a reclassification from nonaccretable December 31 $2,109
difference to accretable yield, which is recognized
(a) The net reclass includes the impact of improvements in the excess cash expected to
prospectively. Other items affecting the accretable yield may be collected from credit improvements, as well as accretable differences related to
include adjustments to the expected cash flows to be collected cash flow extensions.
The fair value of investment securities is impacted by interest During 2011, we transferred securities with a fair value of
rates, credit spreads, market volatility and liquidity conditions. $6.3 billion from available for sale to held to maturity. The
Net unrealized gains and losses in the securities available for securities were reclassified at fair value at the time of transfer
sale portfolio are included in shareholders equity as and represented a non-cash transaction. Accumulated other
accumulated other comprehensive income or loss, net of tax, comprehensive income included net pretax unrealized gains of
unless credit-related. Securities held to maturity are carried at $183 million on the securities at transfer, which are being
amortized cost. At December 31, 2011, accumulated other accreted over the remaining life of the related securities as an
comprehensive income included pretax gains of $98 million adjustment of yield in a manner consistent with the
from derivatives used to hedge the purchase of investment amortization of the net premium on the same transferred
securities classified as held to maturity. The gains will be securities, resulting in no impact on net income.
accreted into interest income as an adjustment of yield on the
securities. The following table presents gross unrealized loss and fair
value of securities available for sale at December 31, 2011 and
The gross unrealized loss on debt securities held to maturity December 31, 2010. The securities are segregated between
was $6 million at December 31, 2011 and $5 million at investments that have been in a continuous unrealized loss
December 31, 2010, with $.5 billion and $.7 billion of position for less than twelve months and twelve months or
positions in a continuous loss position for less than 12 months more based on the point in time the fair value declined below
at December 31, 2011 and December 31, 2010, respectively. the amortized cost basis. The table includes debt securities
The gross unrealized loss and fair value on debt securities held where a portion of other-than-temporary impairment (OTTI)
to maturity that were in a continuous loss position for 12 has been recognized in accumulated other comprehensive loss.
months or more were not significant at both December 31,
2011 and December 31, 2010.
EVALUATING INVESTMENT SECURITIES FOR OTHER-THAN- the amount of impairment associated with the credit loss is
TEMPORARY IMPAIRMENTS recognized in income. The portion of the unrealized loss
For the securities in the preceding table, as of December 31, relating to other factors, such as liquidity conditions in the
2011 we do not intend to sell and believe we will not be market or changes in market interest rates, is recorded in
required to sell the securities prior to recovery of the accumulated other comprehensive loss.
amortized cost basis.
The security-level assessment is performed on each security,
On at least a quarterly basis, we conduct a comprehensive regardless of the classification of the security as available for
security-level assessment on all securities in an unrealized loss sale or held to maturity. Our assessment considers the security
position to determine if OTTI exists. An unrealized loss exists structure, recent security collateral performance metrics if
when the current fair value of an individual security is less applicable, external credit ratings, failure of the issuer to make
than its amortized cost basis. An OTTI loss must be scheduled interest or principal payments, our judgment and
recognized for a debt security in an unrealized loss position if expectations of future performance, and relevant independent
we intend to sell the security or it is more likely than not we industry research, analysis and forecasts. We also consider the
will be required to sell the security prior to recovery of its severity of the impairment in our assessment. Results of the
amortized cost basis. In this situation, the amount of loss periodic assessment are reviewed by a cross-functional senior
recognized in income is equal to the difference between the management team representing Asset & Liability
fair value and the amortized cost basis of the security. Even if Management, Finance, and Market Risk Management. The
we do not expect to sell the security, we must evaluate the senior management team considers the results of the
expected cash flows to be received to determine if we believe assessments, as well as other factors, in determining whether
a credit loss has occurred. In the event of a credit loss, only the impairment is other-than-temporary.
The following table presents a rollforward of the cumulative OTTI credit losses recognized in earnings for all debt securities for
which a portion of an OTTI loss was recognized in accumulated other comprehensive loss:
Information relating to gross realized securities gains and losses from the sales of securities is set forth in the following table.
Based on current interest rates and expected prepayment speeds, the weighted-average expected maturity of mortgage and other
asset-backed debt securities were as follows as of December 31, 2011:
Weighted-average yields are based on historical cost with effective yields weighted for the contractual maturity of each security. At
December 31, 2011, there were no securities of a single issuer, other than FNMA and FHLMC, which exceeded 10% of total
shareholders equity.
Reconciliations of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs for 2011 and 2010 follow.
Net losses (realized and unrealized) included in earnings value usually result from the application of
relating to Level 3 assets and liabilities were $74 million for lower-of-cost-or-fair value accounting or write-downs of
2011 compared with net losses of $113 million for 2010. individual assets due to impairment.
These amounts included net unrealized losses of $204 million
The amounts below for nonaccrual loans represent the
for 2011 compared with net unrealized losses of $291 million
carrying value of loans for which adjustments are primarily
for 2010. These net losses were included in noninterest
based on the appraised value of the collateral or the net book
income on the Consolidated Income Statement. These
value of the collateral from the borrowers most recent
amounts also included amortization and accretion of $109
financial statements if no appraisal is available. As part of the
million for 2011 compared with $153 million for 2010. The
appraisal process, persons ordering or reviewing appraisals are
amortization and accretion amounts were included in Interest
independent of the lending customer relationship/loan
income on the Consolidated Income Statement.
production process. Appraisals must be provided by licensed
During 2011 and 2010, no material transfers of assets or or certified appraisers and conform to the Uniform Standards
liabilities between the hierarchy levels occurred. of Professional Appraisal Practice. For loans secured by
commercial properties where the underlying collateral is in
OTHER FINANCIAL ASSETS ACCOUNTED FOR AT FAIR VALUE
excess of $250,000, appraisals are obtained at least annually.
ON A NONRECURRING BASIS
In certain instances (e.g., physical changes in the property), a
We may be required to measure certain other financial assets
more recent appraisal is obtained. Additionally, borrower
at fair value on a nonrecurring basis. These adjustments to fair
ordered appraisals are not permitted, and PNC ordered
The changes in fair value included in Noninterest income for items for which we elected the fair value option follow.
Liabilities
Demand, savings and money market deposits 156,335 156,335 141,990 141,990
Time deposits 31,632 31,882 41,400 41,825
Borrowed funds 36,966 39,064 39,821 41,273
Financial derivatives
Designated as hedging instruments under GAAP 116 116 85 85
Not designated as hedging instruments under GAAP 7,490 7,490 4,850 4,850
Unfunded loan commitments and letters of credit 223 223 173 173
The aggregate fair values in the table above do not represent federal funds sold and resale agreements,
the total market value of PNCs assets and liabilities as the cash collateral,
table excludes the following: customers acceptances, and
real and personal property, accrued interest receivable.
lease financing,
loan customer relationships, SECURITIES
deposit customer intangibles, Securities include both the investment securities (comprised of
retail branch networks, available for sale and held to maturity securities) and trading
fee-based businesses, such as asset management and portfolios. We primarily use prices obtained from pricing
brokerage, and services, dealer quotes or recent trades to determine the fair
trademarks and brand names. value of securities. As of December 31, 2011, 88% of the
positions in these portfolios were priced by pricing services
We used the following methods and assumptions to estimate provided by third-party vendors. The third-party vendors use a
fair value amounts for financial instruments. variety of methods when pricing securities that incorporate
relevant market data to arrive at an estimate of what a buyer in
GENERAL the marketplace would pay for a security under current market
For short-term financial instruments realizable in three months conditions. One of the vendors prices are set with reference to
or less, the carrying amount reported on our Consolidated market activity for highly liquid assets such as U.S. Treasury
Balance Sheet approximates fair value. Unless otherwise and agency securities and agency mortgage-backed securities,
stated, the rates used in discounted cash flow analyses are and matrix pricing for other asset classes, such as commercial
based on market yield curves. mortgage and other asset-backed securities. Another vendor
primarily uses pricing models considering adjustments for
CASH AND SHORT-TERM ASSETS ratings, spreads, matrix pricing and prepayments for the
The carrying amounts reported on our Consolidated Balance instruments we value using this service, such as non-agency
Sheet for cash and short-term investments approximate fair residential mortgage-backed securities, agency adjustable rate
values primarily due to their short-term nature. For purposes of mortgage securities, agency CMOs, commercial mortgage-
this disclosure only, short-term assets include the following: backed securities, and municipal bonds. Management uses
due from banks, various methods and techniques to validate prices obtained
interest-earning deposits with banks, from pricing services and dealers, including reference to
FINANCIAL DERIVATIVES
Refer to the Fair Value Measurement section of this Note 8
regarding the fair value of financial derivatives.
Changes in goodwill and other intangible assets during 2011 determined by using discounted cash flow and market
follow: comparability methodologies.
Summary of Changes in Goodwill and Other Intangible The gross carrying amount, accumulated amortization and net
Assets carrying amount of other intangible assets by major category
consisted of the following:
Customer- Servicing
In millions Goodwill Related Rights
Depreciation and Amortization Expense Bank Notes, Senior Debt and Subordinated Debt
Year ended December 31 December 31, 2011
in millions 2011 2010 2009 Dollars in millions Outstanding Stated Rate Maturity
PNC Capital Trust D December 2003 $300 million of 6.125% capital securities On or after December 18, 2008 at par.
due December 15, 2033.
Fidelity Capital Trust II December 2003 $22 million due January 23, 2034 bearing an On or after January 23, 2009 at par.
interest rate of 3-month LIBOR plus 285
basis points. The rate in effect at
December 31, 2011 was 3.278%.
Yardville Capital Trust VI June 2004 $15 million due July 23, 2034, bearing an On or after July 23, 2009 at par.
interest rate equal to 3-month LIBOR plus
270 basis points. The rate in effect at
December 31, 2011 was 3.116%.
Fidelity Capital Trust III October 2004 $30 million due November 23, 2034 bearing On or after November 23, 2009 at par.
an interest rate of 3-month LIBOR plus 197
basis points. The rate in effect at
December 31, 2011 was 2.465%.
Sterling Financial Statutory Trust III December 2004 $15 million due December 15, 2034 at a On or after December 15, 2009 at par.
fixed rate of 6%. The fixed rate remained in
effect until December 15, 2009 at which
time the securities began paying a floating
rate of 3-month LIBOR plus 189 basis
points. The rate in effect at December 31,
2011 was 2.436%.
Sterling Financial Statutory Trust IV February 2005 $15 million due March 15, 2035 at a fixed On or after March 15, 2010 at par.
rate of 6.19%. The fixed rate remained in
effect until March 15, 2010 at which time
the securities began paying a floating rate of
3-month LIBOR plus 187 basis points. The
rate in effect at December 31, 2011 was
2.416%.
MAF Bancorp Capital Trust I April 2005 $30 million due June 15, 2035 bearing an On or after June 15, 2010 at par.
interest rate of 3-month LIBOR plus 175
basis points. The rate in effect at
December 31, 2011 was 2.296%.
MAF Bancorp Capital Trust II August 2005 $35 million due September 15, 2035 bearing On or after September 15, 2010 at par.
an interest rate of 3-month LIBOR plus 140
basis points. The rate in effect at
December 31, 2011 was 1.946%.
James Monroe Statutory Trust III September 2005 $8 million due December 15, 2035 at a On or after December 15, 2010 at par.
fixed rate of 6.253%. The fixed rate
remained in effect until September 15, 2010
at which time the securities began paying a
floating rate of LIBOR plus 155 basis
points. The rate in effect at December 31,
2011 was 2.096%.
Yardville Capital Trust III March 2001 $6 million of 10.18% capital securities due On or after June 8, 2011 at par plus a
June 8, 2031. premium of up to 5.09%.
National City Capital Trust III May 2007 $500 million due May 25, 2067 at a fixed On or after May 25, 2012 at par.
rate of 6.625%. The fixed rate remains in
effect until May 25, 2047 at which time the
securities pay a floating rate of one-month
LIBOR plus 212.63 basis points.
National City Capital Trust IV August 2007 $518 million due August 30, 2067 at a fixed On or after August 30, 2012 at par.
rate of 8.00%. The fixed rate remains in
effect until September 15, 2047 at which
time the securities pay a floating rate of one-
month LIBOR plus 348.7 basis points.
National City Preferred Capital Trust I January 2008 $500 million due December 10, 2043 at a On or after December 10, 2012 at par.
fixed rate of 12.00%. The fixed rate remains
in effect until December 10, 2012 at which
time the interest rate resets to 3-month
LIBOR plus 861 basis points.
PNC Capital Trust E February 2008 $450 million of 7.75% capital securities due On or after March 15, 2013 at par.*
March 15, 2068.
* If we redeem or repurchase the trust preferred securities of, and the junior subordinated notes payable to, PNC Capital Trust E during the period from March 15, 2038 through
March 15, 2048, we are subject to the terms of a replacement capital covenant requiring PNC to have received proceeds from the issuance of certain qualified securities prior to the
redemption or repurchase, unless the replacement capital covenant has been terminated pursuant to its terms. As of December 31, 2011, the beneficiaries of this limitation are the
holders of our $300 million of 6.125% Junior Subordinated Notes issued December 2003.
All of these Trusts are wholly owned finance subsidiaries of additional disclosure on these funding restrictions, including
PNC. In the event of certain changes or amendments to an explanation of dividend and intercompany loan limitations,
regulatory requirements or federal tax rules, the capital see Note 21 Regulatory Matters. PNC is also subject to
securities are redeemable in whole. In accordance with GAAP, restrictions on dividends and other provisions potentially
the financial statements of the Trusts are not included in imposed under the Exchange Agreements with Trust II and
PNCs consolidated financial statements. Trust III as described in the following Perpetual Trust
Securities section and to other provisions similar to or in some
At December 31, 2011, PNCs junior subordinated debt with a ways more restrictive than those potentially imposed under
carrying value of $2.4 billion represented debentures those agreements. In September 2010, we redeemed all of the
purchased and held as assets by the Trusts. underlying capital securities of Sterling Financial Statutory
Trust II, Yardville Capital Trusts II and IV, and James
The obligations of the respective parent of each Trust, when Monroe Statutory Trust II. The capital securities redeemed
taken collectively, are the equivalent of a full and totaled $71 million. In October 2010, we redeemed all of the
unconditional guarantee of the obligations of such Trust under underlying capital securities of Yardville Capital Trust V. The
the terms of the Capital Securities. Such guarantee is capital securities redeemed totaled $10 million. In November
subordinate in right of payment in the same manner as other 2011, we redeemed all of the underlying capital securities of
junior subordinated debt. There are certain restrictions on National City Capital Trust II. The capital securities redeemed
PNCs overall ability to obtain funds from its subsidiaries. For totaled $750 million.
February 2008 PNC Preferred Funding LLC $375 million 8.700% PNC Preferred Funding Trust III (d)
March 2007 PNC Preferred Funding LLC $500 million 6.113% PNC Preferred Funding Trust II (e)
December 2006 PNC Preferred Funding LLC $500 million 6.517% PNC Preferred Funding Trust I (f)
(a) PNC REIT Corp. owns 100% of the LLCs common voting securities. As a result, the LLC is an indirect subsidiary of PNC and is consolidated on PNCs Consolidated Balance Sheet.
(b) Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities.
(c) The trusts investments in the LLCs preferred securities are characterized as a noncontrolling interest on our Consolidated Balance Sheet. This noncontrolling interest totaled
approximately $1.3 billion at December 31, 2011.
(d) Automatically exchangeable into a share of Series J Non-Cumulative Perpetual Preferred Stock of PNC.
(e) Automatically exchangeable into a share of Series I Non-Cumulative Perpetual Preferred Stock of PNC (Series I Preferred Stock).
(f) Automatically exchangeable into a share of Series F Non-Cumulative Perpetual Preferred Stock of PNC Bank, N.A. (PNC Bank Preferred Stock).
Trust II RCC PNC Preferred Funding Trust II Until March 29, 2017, neither we nor our subsidiaries would purchase or redeem the
Trust II Securities, the LLC Preferred Securities or the Series I Preferred Stock unless
such repurchases or redemptions are made from proceeds of the issuance of certain
qualified securities and pursuant to the other terms and conditions set forth in the Trust
II RCC.
(a) As of December 31, 2011, each of the Trust I RCC and the Trust II RCC are for the benefit of holders of our $200 million of Floating Rate Junior Subordinated Notes issued in June
1998.
NOTE 14 EMPLOYEE BENEFIT PLANS after January 1, 2010 are not subject to the minimum rate.
Pension contributions are based on an actuarially determined
PENSION AND POSTRETIREMENT PLANS
amount necessary to fund total benefits payable to plan
We have a noncontributory, qualified defined benefit pension
participants.
plan covering eligible employees. Benefits are determined
using a cash balance formula where earnings credits are a
percentage of eligible compensation. Earnings credit We also maintain nonqualified supplemental retirement plans
percentages for plan participants on December 31, 2009 are for certain employees and provide certain health care and life
frozen at their level earned to that point. Earnings credits for insurance benefits for qualifying retired employees
all employees who become participants on or after January 1, (postretirement benefits) through various plans. The
2010 are a flat 3% of eligible compensation. Participants at nonqualified pension and postretirement benefit plans are
December 31, 2009 earn interest based on 30-year Treasury unfunded. The Company reserves the right to terminate or
securities with a minimum rate, while new participants on or make plan changes at any time.
At December 31, 2011, the fair value of the qualified pension Congress appropriated funding of $5 billion for this temporary
plan assets were less than both the accumulated benefit ERRP to provide financial assistance to employers, unions,
obligation and the projected benefit obligation. This is due to and state and local governments to help them maintain
unfavorable 2011 investment returns, as well as an increase in coverage for early retirees age 55 and older who are not yet
obligations due to a drop in the discount rate. The eligible for Medicare, including their spouses, surviving
nonqualified pension plan is unfunded. Contributions from us spouses, and dependents. The ERRP ceased accepting
and, in the case of postretirement benefit plans, participant applications after May 5, 2011. PNC submitted an application
contributions cover all benefits paid under the nonqualified for reimbursement from the ERRP in 2011 for the 2010 and
pension plan and postretirement benefit plans. The 2011 plan years. In 2011, PNC received reimbursement of $.6
postretirement plan provides benefits to certain retirees that million related to the 2010 plan year. The reimbursement for
are at least actuarially equivalent to those provided by the 2011 plan year is not reflected in the above financial
Medicare Part D and accordingly, we receive a federal subsidy statements because the reimbursement of $.9 million was not
as shown in the table. approved until 2012. These reimbursements will be used to
offset increases in the employers costs of maintaining
The Early Retiree Reinsurance Program (ERRP) was coverage.
established by the Patient Protection and Affordable Care Act.
Interest in
Common
Collective Corporate Limited
In millions Funds Debt Partnerships Other
The following table provides information regarding our estimated future cash flows related to our various plans:
The qualified pension plan contributions are deposited into the Trust, and the qualified pension plan benefit payments are paid
from the Trust. Although the plan is underfunded as of December 31, 2011, PNCs required qualified pension contribution for 2012
is expected to be zero based on the funding calculations under the Pension Protection Act of 2006. For the other plans, total
contributions and the benefit payments are the same and represent expected benefit amounts, which are paid from general assets.
Postretirement benefits are net of participant contributions.
The weighted-average assumptions used (as of the beginning The weighted-average assumptions used (as of the end of each
of each year) to determine net periodic costs shown above year) to determine year-end obligations for pension and
were as follows: postretirement benefits were as follows:
PNC Options
Converted From
PNC National City Total
Weighted-
Weighted- Weighted- Weighted- Average
Average Average Average Remaining Aggregate
Year ended December 31, 2011 Exercise Exercise Exercise Contractual Intrinsic
In thousands, except weighted-average data Shares Price Shares Price Shares Price Life Value
Outstanding, January 1 19,825 $56.36 1,214 $678.09 21,039 $ 92.25
Granted 833 64.04 833 64.04
Exercised (769) 53.78 (769) 53.78
Cancelled (2,399) 73.58 (265) 655.54 (2,664) 131.52
Outstanding, December 31 17,490 $54.48 949 $684.40 18,439 $ 86.90 5.3 years $126,535
Vested and expected to vest, December 31 (a) 17,311 $54.55 949 $684.40 18,260 $ 87.29 5.3 years $124,339
Exercisable, December 31 11,388 $57.87 949 $684.40 12,337 $106.08 4.2 years $ 53,567
(a) Adjusted for estimated forfeitures on unvested options.
To determine stock-based compensation expense, the grant- exercised during 2011, 2010 and 2009 was $4 million, $5
date fair value is applied to the options granted with a million and $1 million, respectively.
reduction for estimated forfeitures. We recognize
compensation expense for stock options on a straight-line Cash received from option exercises under all Incentive Plans
basis over the pro rata vesting period. for 2011, 2010 and 2009 was approximately $41 million, $15
million and $5 million, respectively. The actual tax benefit
At December 31, 2010 and 2009, options for 13,397,000 and realized for tax deduction purposes from option exercises
12,722,000 shares of common stock, respectively, were under all Incentive Plans for 2011, 2010 and 2009 was
exercisable at a weighted-average price of $118.21 and approximately $14 million, $5 million and $2 million,
$132.52, respectively. The total intrinsic value of options respectively.
DERIVATIVES NOT DESIGNATED IN HEDGE RELATIONSHIPS We offer derivatives to our customers in connection with their
We also enter into derivatives that are not designated as risk management needs. These derivatives primarily consist of
accounting hedges under GAAP. interest rate swaps, interest rate caps, floors, swaptions,
foreign exchange contracts, and equity contracts. We
The majority of these derivatives are used to manage risk primarily manage our market risk exposure from customer
related to residential and commercial mortgage banking transactions by entering into a variety of hedging transactions
activities and are considered economic hedges. Although these with third-party dealers. Gains and losses on customer-related
derivatives are used to hedge risk, they are not designated as derivatives are included in Other noninterest income.
accounting hedges because the contracts they are hedging are
typically also carried at fair value on the balance sheet, The derivatives portfolio also includes derivatives used for
resulting in symmetrical accounting treatment for both the other risk management activities. These derivatives are
hedging instrument and the hedged item. entered into based on stated risk management objectives.
Our residential mortgage banking activities consist of This segment of the portfolio includes credit default swaps
originating, selling and servicing mortgage loans. Residential (CDS) used to mitigate the risk of economic loss on a portion
mortgage loans that will be sold in the secondary market, and of our loan exposure. We also sell loss protection to mitigate
the related loan commitments, which are considered the net premium cost and the impact of mark-to-market
derivatives, are accounted for at fair value. Changes in the fair accounting on CDS purchases to hedge the loan portfolio. The
value of the loans and commitments due to interest rate risk fair values of these derivatives typically are based on related
are hedged with forward loan sale contracts as well as US credit spreads. Gains and losses on the derivatives entered into
Treasury and Eurodollar futures and options. Gains and losses for other risk management are included in Other noninterest
on the loans and commitments held for sale and the income.
derivatives used to economically hedge them are included in
residential mortgage noninterest income on the Consolidated Included in the customer, mortgage banking risk management,
Income Statement. and other risk management portfolios are written interest-rate
caps and floors entered into with customers and for risk
We typically retain the servicing rights related to residential management purposes. We receive an upfront premium from
mortgage loans that we sell. Residential mortgage servicing the counterparty and are obligated to make payments to the
rights are accounted for at fair value with changes in fair value counterparty if the underlying market interest rate rises above
influenced primarily by changes in interest rates. Derivatives or falls below a certain level designated in the contract. At
used to hedge the fair value of residential mortgage servicing December 31, 2011, the fair value of the written caps and
rights include interest rate futures, swaps, options (including floors liability on our Consolidated Balance Sheet was $6
caps, floors, and swaptions), and forward contracts to million compared with $15 million at December 31, 2010. Our
purchase mortgage-backed securities. Gains and losses on ultimate obligation under written options is based on future
market conditions and is only quantifiable at settlement.
CREDIT DERIVATIVES
The credit derivative underlying is based on the credit risk of a specific entity, entities, or an index. As discussed above, we enter
into credit derivatives, specifically credit default swaps and risk participation agreements, as part of our commercial mortgage
banking hedging activities and for customer and other risk management purposes. Detail regarding credit default swaps and risk
participations sold follows:
Credit Default Swaps Purchased December 31, 2011 $1,568 $(5) 7.5
Investment grade (a) $145 $385 December 31, 2010 $1,367 $(2) 2.0
Subinvestment grade (b) 65 142
Total $210 $527 Based on our internal risk rating process of the underlying
Total $304 $761 third parties to the swap contracts, the percentages of the
(a) Investment grade with a rating of BBB-/Baa3 or above based on published rating
exposure amount of risk participation agreements sold by
agency information. internal credit rating follow:
(b) Subinvestment grade with a rating below BBB-/Baa3 based on published rating
agency information.
Internal Credit Ratings of Risk Participation Agreements
Sold
The referenced/underlying assets for these credit default
swaps follow: December 31, December 31,
2011 2010
December 31, 2011 59% 20% 21% Assuming all underlying swap counterparties defaulted at
December 31, 2010 62% 28% 10% December 31, 2011, the exposure from these agreements
would be $145 million based on the fair value of the
We enter into credit default swaps under which we buy loss underlying swaps, compared with $49 million at
protection from or sell loss protection to a counterparty for the December 31, 2010.
occurrence of a credit event related to a referenced entity or
index. The maximum amount we would be required to pay
under the credit default swaps in which we sold protection,
assuming all referenced underlyings experience a credit event
at a total loss, without recoveries, was $94 million at
December 31, 2011 and $234 million at December 31, 2010.
Basic
Net income from continuing operations $3,071 $3,024 $2,358
Less:
Net income (loss) attributable to noncontrolling interests 15 (15) (44)
Dividends distributed to common shareholders 602 203 428
Dividends distributed to preferred shareholders 56 146 388
Dividends distributed to nonvested restricted shares 2 1 1
Preferred stock discount accretion and redemptions 2 255 56
Undistributed net income from continuing operations $2,394 $2,434 $1,529
Undistributed net income from discontinued operations 373 45
Undistributed net income $2,394 $2,807 $1,574
Percentage of undistributed income allocated to common shares (a) 99.58 % 99.64 % 99.68 %
Undistributed income from continuing operations allocated to common shares $2,384 $2,425 $1,524
Plus: common dividends 602 203 428
Net income from continuing operations attributable to basic common shares $2,986 $2,628 $1,952
Net income from discontinued operations attributable to common shares 372 45
Net income attributable to basic common shares $2,986 $3,000 $1,997
Basic weighted-average common shares outstanding 524 517 454
Basic earnings per common share from continuing operations $ 5.70 $ 5.08 $ 4.30
Basic earnings per common share from discontinued operations .72 0.10
Basic earnings per common share $ 5.70 $ 5.80 $ 4.40
Diluted
Net income from continuing operations attributable to basic common shares $2,986 $2,628 $1,952
Less: BlackRock common stock equivalents 19 17 15
Net income from continuing operations attributable to diluted common shares $2,967 $2,611 $1,937
Net income from discontinued operations attributable to common shares 372 45
Net income attributable to diluted common shares $2,967 $2,983 $1,982
Basic weighted-average common shares outstanding 524 517 454
Dilutive potential common shares (b) (c) 2 3 1
Diluted weighted-average common shares outstanding 526 520 455
Diluted earnings per common share from continuing operations $ 5.64 $ 5.02 $ 4.26
Diluted earnings per common share from discontinued operations .72 0.10
Diluted earnings per common share $ 5.64 $ 5.74 $ 4.36
(a) Excludes unvested shares issued for Restricted Stock plans
(b) Excludes stock options considered to be anti-dilutive 8 11 15
(c) Excludes warrants considered to be anti-dilutive 17 22 22
Balance at December 31, 2010 (22) Allowance for loan and lease losses $1,896 $1,912
2011 Activity Net unrealized securities losses 25 320
Foreign currency translation adj. (4) 1 (3) Compensation and benefits 677 595
Total 2011 activity (4) 1 (3) Unrealized losses on loans 7 402
Balance at December 31, 2011 $ (25) Loss and credit carryforward 243 145
(a) Consists of foreign currency translation adjustments, deferred tax adjustments on Other 1,030 1,422
BlackRocks other comprehensive income, and for 2010 and 2009, interest-only Total gross deferred tax assets 3,878 4,796
strip valuation adjustments.
Valuation allowance (14) (21)
The accumulated balances related to each component of other Total deferred tax assets 3,864 4,775
comprehensive income (loss) are as follows: Deferred tax liabilities
Leasing 1,150 1,153
Accumulated Other Comprehensive Income (Loss) Goodwill and intangibles 431 399
Components Mortgage servicing rights 162 355
December 31 - In millions 2011 2010 BlackRock basis difference 1,736 1,750
Net unrealized securities gains $ 696 $ 95 Other 1,523 1,277
OTTI losses on debt securities (738) (646) Total deferred tax liabilities 5,002 4,934
Net unrealized gains on cash flow hedge Net deferred tax liability $1,138 $ 159
derivatives 717 522
Pension and other postretirement benefit plan
adjustments (755) (380)
Other, net (25) (22)
Accumulated other comprehensive income (loss) $(105) $(431)
Reconciliation of Statutory and Effective Tax Rates Changes in Liability for Unrecognized Tax Benefits
Year ended December 31 2011 2010 2009 In millions 2011 2010 2009
Statutory tax rate 35.0% 35.0% 35.0% Balance of gross unrecognized tax benefits
Increases (decreases) resulting from at January 1 $238 $227 $257
State taxes net of federal benefit .4 .8 1.2 Increases:
Tax-exempt interest (1.7) (1.3) (1.2) Positions taken during a prior period 65 76 22
Life insurance (2.0) (1.8) (1.9) Positions taken during the current period 1 26
Dividend received deduction (1.6) (1.4) (1.2) Decreases:
Tax credits (5.1) (4.3) (5.4) Positions taken during a prior period (62) (49) (39)
IRS letter ruling and settlements (2.5) Settlements with taxing authorities (10) (13) (34)
Other (.5) 1.0 .4 Reductions resulting from lapse of statute
of limitations (23) (3) (5)
Effective tax rate 24.5% 25.5% 26.9%
Balance of gross unrecognized tax benefits
at December 31 $209 $238 $227
The net operating loss carryforwards at December 31, 2011
and 2010 follow:
It is reasonably possible that the liability for unrecognized tax
Net Operating Loss Carryforwards and Tax Credit benefits could increase or decrease in the next twelve months
Carryforwards due to completion of tax authorities exams or the expiration
of statutes of limitations. Management estimates that the
December 31 December 31 liability for unrecognized tax benefits could decrease by $81
In millions 2011 2010
million within the next twelve months.
Net Operating Loss Carryforwards:
Federal $ 30 $54 Examinations are complete for PNCs consolidated federal
State 1,460 1,600 income tax returns through 2006 having no outstanding
Valuation allowance State 14 21 unresolved issues. The Internal Revenue Service (IRS) is
Tax Credit Carryforwards: currently examining PNCs 2007 and 2008 returns. National
Citys consolidated federal income tax returns through 2007
Federal $ 112
have been audited by the IRS. Certain adjustments remain
State 3 under review by the IRS Appeals division for years 2003
through 2007. The IRS is currently examining National Citys
The federal net operating loss carryforwards expire from 2027 2008 return.
to 2028. The state net operating loss carryforwards will expire
from 2012 to 2031. The majority of the tax credit PNC files tax returns in most states and some non-U.S.
carryforwards expire in 2031. jurisdictions each year and is under continuous examination
by various state taxing authorities.
At December 31, 2011 and 2010, there were no undistributed
earnings of non-US subsidiaries for which deferred US With few exceptions, we are no longer subject to state and
income taxes had not been provided. local and non-U.S. income tax examinations by taxing
authorities for periods before 2003. For all open audits, any
Retained earnings at both December 31, 2011 and 2010 potential adjustments have been considered in establishing our
included $117 million in allocations for bad debt deductions reserve for uncertain tax positions as of December 31, 2011.
of former thrift subsidiaries for which no income tax has been
provided. Under current law, if certain subsidiaries use these Our policy is to classify interest and penalties associated with
bad debt reserves for purposes other than to absorb bad debt income taxes as income tax expense. For 2011, we had a
losses, they will be subject to Federal income tax at the benefit of $33 million of gross interest and penalties
current corporate tax rate. decreasing income tax expense. The total accrued interest and
penalties at December 31, 2011 and December 31, 2010 was
We had unrecognized tax benefits of $209 million at $81 million and $113 million, respectively.
December 31, 2011 and $238 million at December 31, 2010.
At December 31, 2011, $100 million of unrecognized tax
benefits, if recognized, would favorably impact the effective
income tax rate.
In May 2011, BNY-Mellon provided notice to PNC of an False Claims Act Lawsuit
indemnification claim pursuant to the stock purchase PNC Bank has been named as a defendant, along with other
agreement related to this litigation. lenders, in a qui tam lawsuit brought in the U.S. District Court
for the Northern District of Georgia by two individuals on
365/360 Litigation behalf of the United States under the federal False Claims Act
PNC Bank and National City Bank have been named as (United States ex rel. Bibby & Donnelly v. Wells Fargo, et al.
defendants in three lawsuits seeking to certify classes of (1:06-CV-0547-AT)). The lawsuit was originally filed under
commercial borrowers bringing claims for breach of contract seal, with a second amended complaint filed in June 2011. The
second amended complaint was unsealed by the district court
INDEMNIFICATIONS
STANDBY LETTERS OF CREDIT
We are a party to numerous acquisition or divestiture
We issue standby letters of credit and have risk participations
agreements under which we have purchased or sold, or agreed
in standby letters of credit and bankers acceptances issued by
to purchase or sell, various types of assets. These agreements
other financial institutions, in each case to support obligations
can cover the purchase or sale of:
of our customers to third parties, such as remarketing
Entire businesses,
programs for customers variable rate demand notes. Net
Loan portfolios,
outstanding standby letters of credit and internal credit ratings
Branch banks,
were as follows:
Partial interests in companies, or
Net Outstanding Standby Letters of Credit Other types of assets.
In some cases, indemnification obligations of the types As a result of the acquisition of National City, we became
described above arise under arrangements entered into by party to judgment and loss sharing agreements with Visa and
predecessor companies for which we become responsible as a certain other banks. The judgment and loss sharing
result of the acquisition. agreements were designed to apportion financial
responsibilities arising from any potential adverse judgment or
Pursuant to their bylaws, PNC and its subsidiaries provide negotiated settlements related to the specified litigation.
indemnification to directors, officers and, in some cases,
employees and agents against certain liabilities incurred as a In March 2011, Visa funded $400 million to their litigation
result of their service on behalf of or at the request of PNC escrow account and reduced the conversion ratio of Visa B to
and its subsidiaries. PNC and its subsidiaries also advance on A shares. We consequently recognized our estimated $38
behalf of covered individuals costs incurred in connection million share of the $400 million as a reduction of our
with certain claims or proceedings, subject to written previously established indemnification liability and a
undertakings by each such individual to repay all amounts reduction of noninterest expense.
advanced if it is ultimately determined that the individual is
not entitled to indemnification. We generally are responsible In December 2011, Visa funded $1.6 billion to their litigation
for similar indemnifications and advancement obligations that escrow account. We consequently recognized $32 million as a
companies we acquire had to their officers, directors and reduction of our previously established indemnification
sometimes employees and agents at the time of acquisition. liability and a reduction of noninterest expense. As of
We advanced such costs on behalf of several such individuals December 31, 2011, our recognized Visa indemnification
with respect to pending litigation or investigations during liability was zero. As we continue to have an obligation to
2011. It is not possible for us to determine the aggregate indemnify Visa for judgments and settlements for the
potential exposure resulting from the obligation to provide this remaining specified litigation, we may have additional
indemnity or to advance such costs. exposure in the future to the specified Visa litigation.
RESIDENTIAL MORTGAGE LOAN AND HOME EQUITY Indemnifications for loss or loan repurchases typically occur
REPURCHASE OBLIGATIONS when, after review of the claim, we agree insufficient
While residential mortgage loans are sold on a non-recourse evidence exists to dispute the investors claim that a breach of
basis, we assume certain loan repurchase obligations a loan covenant and representation and warranty has occurred,
associated with mortgage loans we have sold to investors. such breach has not been cured, and the effect of such breach
These loan repurchase obligations primarily relate to is deemed to have had a material and adverse effect on the
situations where PNC is alleged to have breached certain value of the transferred loan. Depending on the sale agreement
origination covenants and representations and warranties and upon proper notice from the investor, we typically
made to purchasers of the loans in the respective purchase and respond to such indemnification and repurchase requests
sale agreements. Residential mortgage loans covered by these within 60 days, although final resolution of the claim may take
loan repurchase obligations include first and second-lien a longer period of time. With the exception of the sales
Analysis of Indemnification and Repurchase Liability for Asserted Claims and Unasserted Claims
2011 2010
Residential Home Equity Residential Home Equity
In millions Mortgages (a) Loans/Lines (b) Total Mortgages (a) Loans/Lines (b) Total
Management believes our indemnification and repurchase demands, lower claim rescissions, and lower home prices than
liabilities appropriately reflect the estimated probable losses our current assumptions.
on investor indemnification and repurchase claims at
December 31, 2011 and 2010. While management seeks to REINSURANCE AGREEMENTS
obtain all relevant information in estimating the We have two wholly-owned captive insurance subsidiaries
indemnification and repurchase liability, the estimation which provide reinsurance to third-party insurers related to
process is inherently uncertain and imprecise and, insurance sold to our customers. These subsidiaries enter into
accordingly, it is reasonably possible that future various types of reinsurance agreements with third-party
indemnification and repurchase losses could be more or less insurers where the subsidiary assumes the risk of loss through
than our established liability. Factors that could affect our either an excess of loss or quota share agreement up to 100%
estimate include the volume of valid claims driven by investor reinsurance. In excess of loss agreements, these subsidiaries
strategies and behavior, our ability to successfully negotiate assume the risk of loss for an excess layer of coverage up to
claims with investors, housing prices, and other economic specified limits, once a defined first loss percentage is met. In
conditions. At December 31, 2011, we estimate that it is quota share agreements, the subsidiaries and third-party
reasonably possible that we could incur additional losses in insurers share the responsibility for payment of all claims.
excess of our indemnification and repurchase liability of up to
$85 million. This estimate of potential additional losses in These subsidiaries provide reinsurance for accidental death &
excess of our liability is based on assumed higher investor dismemberment, credit life, accident & health, lender placed
Total business segment financial results differ from Asset Management Group includes personal wealth
consolidated income from continuing operations before management for high net worth and ultra high net worth
noncontrolling interests, which itself excludes the earnings clients and institutional asset management. Wealth
and revenue attributable to GIS through June 30, 2010 and the management products and services include financial and
related third quarter 2010 after-tax gain on the sale of GIS that retirement planning, customized investment management,
are reflected in discontinued operations. The impact of these private banking, tailored credit solutions and trust
differences is reflected in the Other category in the business management and administration for individuals and their
segment tables. Other includes residual activities that do not families. Institutional asset management provides investment
meet the criteria for disclosure as a separate reportable management, custody, and retirement planning services. The
business, such as gains or losses related to BlackRock institutional clients include corporations, unions,
transactions, integration costs, asset and liability management municipalities, non-profits, foundations and endowments
activities including net securities gains or losses, other-than- located primarily in our geographic footprint.
temporary impairment of investment securities and certain
trading activities, exited businesses, alternative investments, Residential Mortgage Banking directly originates primarily
including private equity, intercompany eliminations, most first lien residential mortgage loans on a nationwide basis with
corporate overhead, tax adjustments that are not allocated to a significant presence within the retail banking footprint, and
business segments, and differences between business segment also originates loans through majority owned affiliates.
performance reporting and financial statement reporting Mortgage loans represent loans collateralized by one-to-four-
(GAAP), including the presentation of net income attributable family residential real estate. These loans are typically
to noncontrolling interests as the segments results exclude underwritten to government agency and/or third-party
their portion of net income attributable to noncontrolling standards, and sold, servicing retained, to secondary mortgage
interests. Assets, revenue and earnings attributable to foreign conduits FNMA, FHLMC, Federal Home Loan Banks and
activities were not material in the periods presented for third-party investors, or are securitized and issued under the
comparative purposes. GNMA program. The mortgage servicing operation performs
all functions related to servicing mortgage loans primarily
BUSINESS SEGMENT PRODUCTS AND SERVICES those in first lien position for various investors and for loans
Retail Banking provides deposit, lending, brokerage, owned by PNC. Certain loans originated through majority
investment management, and cash management services to owned affiliates are sold to others.
consumer and small business customers within our primary
geographic markets. Our customers are serviced through our BlackRock is a leader in investment management, risk
branch network, call centers and online banking channels. The management and advisory services for institutional and retail
branch network is located primarily in Pennsylvania, Ohio, clients worldwide. BlackRock provides diversified investment
New Jersey, Michigan, Illinois, Maryland, Indiana, Kentucky, management services to institutional clients, intermediary and
Florida, Washington, D.C., Delaware, Virginia, Missouri, individual investors through various investment vehicles.
Wisconsin and Georgia. Investment management services primarily consist of the
management of equity, fixed income, multi-asset class,
Corporate & Institutional Banking provides lending, treasury alternative investment and cash management products.
management, and capital markets-related products and BlackRock offers its investment products in a variety of
services to mid-sized corporations, government and vehicles, including open-end and closed-end mutual funds,
not-for-profit entities, and selectively to large corporations. iShares exchange-traded funds (ETFs), collective
Lending products include secured and unsecured loans, letters investment trusts and separate accounts. In addition,
of credit and equipment leases. Treasury management services BlackRock provides market risk management, financial
include cash and investment management, receivables markets advisory and enterprise investment system services to
management, disbursement services, funds transfer services, a broad base of clients. Financial markets advisory services
information reporting, and global trade services. Capital include valuation services relating to illiquid securities,
markets-related products and services include foreign dispositions and workout assignments (including long-term
exchange, derivatives, loan syndications, mergers and portfolio liquidation assignments), risk management and
acquisitions advisory and related services to middle-market strategic planning and execution. At December 31, 2011, our
companies, our multi-seller conduit, securities underwriting, economic interest in BlackRock was 21%.
and securities sales and trading. Corporate & Institutional
Summary Of Operations
Interest income $2,534 $2,530 $2,547 $2,583 $2,671 $2,701 $2,873 $2,905
Interest expense 335 355 397 407 470 486 438 526
Net interest income 2,199 2,175 2,150 2,176 2,201 2,215 2,435 2,379
Noninterest income (a) 1,350 1,369 1,452 1,455 1,702 1,383 1,477 1,384
Total revenue 3,549 3,544 3,602 3,631 3,903 3,598 3,912 3,763
Provision for credit losses 190 261 280 421 442 486 823 751
Noninterest expense 2,719 2,140 2,176 2,070 2,340 2,158 2,002 2,113
Income from continuing operations before income
taxes and noncontrolling interests 640 1,143 1,146 1,140 1,121 954 1,087 899
Income taxes 147 309 234 308 301 179 306 251
Income from continuing operations before
noncontrolling interests 493 834 912 832 820 775 781 648
Income from discontinued operations, net of
income taxes (b) 328 22 23
Net income 493 834 912 832 820 1,103 803 671
Less: Net income (loss) attributable to
noncontrolling interests 17 4 (1) (5) (3) 2 (9) (5)
Preferred stock dividends 24 4 24 4 24 4 25 93
Preferred stock discount accretion and
redemptions 1 1 1 3 1 250
Net income attributable to common shareholders $ 451 $ 826 $ 888 $ 833 $ 798 $1,094 $ 786 $ 333
Per Common Share Data
Book value $61.52 $61.92 $60.02 $58.01 $56.29 $55.91 $52.77 $50.32
Basic earnings (c)
Continuing operations 0.86 1.57 1.69 1.59 1.52 1.45 1.45 0.62
Discontinued operations (b) 0.63 0.04 0.05
Net income 0.86 1.57 1.69 1.59 1.52 2.08 1.49 0.67
Diluted earnings (c)
Continuing operations 0.85 1.55 1.67 1.57 1.50 1.45 1.43 0.61
Discontinued operations (b) 0.62 0.04 0.05
Net income 0.85 1.55 1.67 1.57 1.50 2.07 1.47 0.66
(a) Noninterest income included private equity gains/(losses) and net gains on sales of securities in each quarter as follows:
2011 2010
in millions Fourth Third Second First Fourth Third Second First
Private equity gains/(losses) $ 4 $46 $42 $53 $40 $63 $75 $41
Net gains on sales of securities 62 68 82 37 68 121 147 90
(b) Includes results of operations for PNC Global Investment Servicing Inc. (GIS) and the related after-tax gain on sale. We sold GIS effective July 1, 2010, resulting in a pretax gain
$639 million, or $328 million after taxes, recognized during the third quarter 2010.
(c) The sum of the quarterly amounts for 2011 and 2010 does not equal the respective years amount because the quarterly calculations are based on a changing number of average shares.
Changes attributable to rate/volume are prorated into rate and volume components.
Loan fees for the years ended December 31, 2011, 2010, and 2009 were $175 million, $154 million, and $162 million, respectively.
Interest income includes the effects of taxable-equivalent adjustments using a marginal federal income tax rate of 35% to increase tax-exempt interest income to a
taxable-equivalent basis. The taxable-equivalent adjustments to interest income for the years ended December 31, 2011, 2010, and 2009 were $104 million, $81
million, and $65 million, respectively.
LOANS OUTSTANDING
December 31 in millions 2011 (a) 2010 (a) 2009 (a) 2008 (a) 2007
Commercial lending
Commercial $ 65,694 $ 55,177 $ 54,818 $ 69,220 $28,952
Commercial real estate 16,204 17,934 23,131 25,736 8,903
Equipment lease financing 6,416 6,393 6,202 6,461 2,514
TOTAL COMMERCIAL LENDING 88,314 79,504 84,151 101,417 40,369
Consumer lending
Home equity 33,089 34,226 35,947 38,276 14,447
Residential real estate 14,469 15,999 19,810 21,583 9,557
Credit card 3,976 3,920 2,569 2,237 247
Other consumer 19,166 16,946 15,066 11,976 3,699
TOTAL CONSUMER LENDING 70,700 71,091 73,392 74,072 27,950
Total loans $159,014 $150,595 $157,543 $175,489 $68,319
(a) Includes the impact of National City, which we acquired on December 31, 2008.
Year ended December 31 - dollars in millions 2011 2010 2009 2008 2007
Allowance for loan and lease losses January 1 $ 4,887 $ 5,072 $ 3,917 $ 830 $ 560
Charge-offs
Commercial (700) (1,227) (1,276) (301) (156)
Commercial real estate (464) (670) (510) (165) (16)
Equipment lease financing (35) (120) (149) (3)
Consumer (a) (912) (1,069) (961) (143) (73)
Residential real estate (153) (406) (259) (6)
Total charge-offs (2,264) (3,492) (3,155) (618) (245)
Recoveries
Commercial 332 294 181 53 30
Commercial real estate 105 77 38 10 1
Equipment lease financing 50 56 27 1
Consumer (a) 127 110 105 15 14
Residential real estate 11 19 93
Total recoveries 625 556 444 79 45
Net charge-offs (1,639) (2,936) (2,711) (539) (200)
Provision for credit losses (b) 1,152 2,502 3,930 1,517 315
Acquired allowance National City (112) 2,224
Other (1) 20 152
Adoption of ASU 2009-17, Consolidations 141
Net change in allowance for unfunded loan commitments and letters of credit (52) 108 48 (135) 3
Allowance for loan and lease losses December 31 $ 4,347 $ 4,887 $ 5,072 $3,917 $ 830
Allowance as a percent of December 31:
Loans 2.73% 3.25% 3.22% 2.23% 1.21%
Nonperforming loans 122 109 89 236 183
As a percent of average loans
Net charge-offs 1.08 1.91 1.64 .74 .32
Provision for credit losses .76 1.63 2.37 2.09 .50
Allowance for loan and lease losses 2.86 3.18 3.06 5.38 1.33
Allowance as a multiple of net charge-offs 2.65x 1.66x 1.87x 7.27x 4.15x
(a) Includes home equity, credit card and other consumer.
(b) Amount for 2008 included a $504 million conforming provision for credit losses related to National City.
SELECTED LOAN MATURITIES AND INTEREST SENSITIVITY The following table sets forth maturities of domestic time
deposits of $100,000 or more:
December 31, 2011 1 Year 1 Through After 5 Gross
In millions or Less 5 Years Years Loans
Domestic
Commercial $20,508 $37,031 $8,155 $65,694 Certificates
December 31, 2011 in millions of Deposit
Commercial real estate -
Three months or less $3,534
Real estate projects 6,014 4,442 184 10,640
Over three through six months 1,908
Total $26,522 $41,473 $8,339 $76,334
Over six through twelve months 1,835
Loans with:
Over twelve months 2,093
Predetermined rate $ 5,546 $ 9,585 $2,635 $17,766
Total $9,370
Floating or adjustable
rate 20,976 31,888 5,704 58,568
Total $26,522 $41,473 $8,339 $76,334 COMMON STOCK PRICES/DIVIDENDS DECLARED
The table below sets forth by quarter the range of high and
low sale and quarter-end closing prices for The PNC Financial
At December 31, 2011, we had no pay-fixed interest rate swaps
Services Group, Inc. common stock and the cash dividends
designated to commercial loans as part of fair value hedge
declared per common share.
strategies. At December 31, 2011, $13.9 billion notional amount
of receive-fixed interest rate swaps were designated as part of Cash
cash flow hedging strategies that converted the floating rate (1 Dividends
High Low Close Declared
month and 3 month LIBOR) on the underlying commercial loans
to a fixed rate as part of risk management strategies. 2011 Quarter
First $65.19 $59.67 $62.99 $ .10
TIME DEPOSITS OF $100,000 OR MORE Second 64.37 55.56 59.61 .35
Time deposits in foreign offices totaled $1.8 billion at Third 61.21 42.70 48.19 .35
December 31, 2011, substantially all of which were in
Fourth 58.70 44.74 57.67 .35
denominations of $100,000 or more.
Total $1.15
2010 Quarter
First $61.80 $50.46 $59.70 $ .10
Second 70.45 56.30 56.50 .10
Third 62.99 49.43 51.91 .10
Fourth 61.79 50.69 60.72 .10
Total $ .40
Note 2 The 2006 Incentive Award Plan was adopted by the Note 4 These incentive performance unit awards provide for
Board on February 15, 2006 and approved by the PNC the issuance of shares of common stock (up to a target number
shareholders at the 2006 annual meeting on April 25, 2006. of shares) based on the degree to which corporate performance
The plan initially authorized up to 40,000,000 shares of goals established by the Personnel and Compensation
common stock for issuance under the plan, subject to Committee have been achieved, subject to potential negative
adjustment in certain circumstances. If and to the extent that adjustment based on certain risk-related performance metrics,
stock options and stock appreciation rights (SARs) granted and, if a premium level of such performance is achieved, for
under the plan, or granted under the prior plan and outstanding further payment in cash. The numbers in column (a) of this
on the approval date of the plan, terminate, expire or are table for these awards reflect the maximum number of shares
cancelled, forfeited, exchanged or surrendered after the that could be issued pursuant to grants outstanding at
effective date of the plan without being exercised or if any December 31, 2011 upon achievement of the performance
share awards, share units, dividend equivalents or other share- goals and other conditions of the grants. At the premium level
based awards are forfeited or terminated, or otherwise not paid of performance, a further maximum payout of cash
in full, after the effective date of the plan, the shares subject to equivalents for the same number of share units, plus the
such grants become available again for purposes of the plan. incremental change described in Note 3, could also be payable
Shares available for issuance under this plan are also reduced subject to the other conditions of the grants. Grants under the
by the number of any shares used in payment of bonuses 2006 Incentive Award Plan were made in the first quarter of
under the 1996 Executive Incentive Award Plan. 2008, 2010, and 2011.
The plan was most recently amended and restated
incorporating amendments adopted by the Board and Note 5 These stock-payable restricted stock units include
approved by PNCs shareholders at the 2011 annual meeting 2011 grants of performance-based restricted share units (with
of shareholders, effective as of March 11, 2011. These the units payable solely in stock and related dividend
amendments incorporate, among other things, an increase to equivalents payable solely in cash) that have a service
the overall limit on the number of shares that may be awarded condition, an internal risk-related performance condition and a
under the plan to 46,000,000, and a new requirement that each market condition. The number in column (a) includes the
award of a share (other than pursuant to a stock option or maximum number of shares that could be issued pursuant to
SAR) granted after that effective date will reduce the grants of this type of award outstanding at December 31, 2011
aggregate plan limit by 2.5 shares, while each award of a share upon achievement of the performance and market conditions
pursuant to a stock option or SAR will reduce the aggregate and other conditions of the grants. Cash-payable dividend
plan limit by one share. equivalents were granted with respect to all of these stock-
payable restricted stock units.
Note 3 Under the 2006 Incentive Award Plan, awards or
portions of awards that, by their terms, are payable only in Note 6 The 1996 Executive Incentive Award Plan is a
cash do not reduce the number of shares that remain available shareholder-approved plan that enables PNC to pay annual
for issuance under the plan (the number in column (c)). bonuses to its senior executive officers based upon the
During 2011, a total of 560,544 cash-payable share units plus achievement of specified levels of performance. The plan as
cash-payable dividend equivalents with respect to 505,866 of amended and restated as of January 1, 2007 was adopted by
those share units were granted under the plan. This number the Board on February 14, 2007 and approved by the PNC
includes an incremental change in the cash-payable portion of shareholders at the 2007 annual meeting on April 24, 2007.
the 2010 and 2011 incentive performance unit award grants The plan does not specify a fixed share amount for awards
described in Note 4 below (net of forfeitures), a separate 2011 under the plan. Rather, it provides for maximum bonus awards
incentive performance unit award grant payable solely in cash, for a given period (generally a year) for each individual plan
and 2011 grants of share units (some of which include rights participant of 0.2% of incentive income for that period.
to cash dividend equivalents) payable solely in cash. Payments Incentive income is based on PNCs consolidated pre-tax net
are subject to the conditions of the individual grants, income as further adjusted for the impact of changes in
Note 7 The purchase price for shares sold under the plan The information required by this item is included under the
represents 95% of the fair market value on the last day of each caption Ratification of Independent Registered Public
six-month offering period. Accounting Firm (Item 2) Audit and non-audit fees in our
Proxy Statement to be filed for the 2012 annual meeting of
shareholders and is incorporated herein by reference.
Note 8 The plans in this section of the table reflect awards
under pre-acquisition plans of National City Corporation and
PART IV
Sterling Financial Corporation, respectively. National City
was merged into PNC on December 31, 2008 and Sterling was
merged into PNC on April 4, 2008. Pursuant to the respective ITEM 15 EXHIBITS, FINANCIAL STATEMENT
merger agreements for these acquisitions, common shares of SCHEDULES
National City or Sterling, as the case may be, issuable upon
the exercise or settlement of various equity awards granted FINANCIAL STATEMENTS, FINANCIAL
under the National City or Sterling plans were converted into STATEMENT SCHEDULES
corresponding awards covering PNC common stock.
Additional information is included in Note 15 Stock-Based Our consolidated financial statements required in response to
Compensation Plans in the Notes To Consolidated Financial this Item are incorporated by reference from Item 8 of this
Statements in Item 8 of this Report and in Note 16 Stock- Report.
Based Compensation Plans in the Notes To Consolidated
Financial Statements in Item 8 of our 2008 10-K. Audited consolidated financial statements of BlackRock, Inc.
as of December 31, 2011 and 2010 and for each of the three
years in the period ended December 31, 2011 are filed with
ITEM 13 CERTAIN RELATIONSHIPS AND this Report as Exhibit 99.2 and incorporated herein by
RELATED TRANSACTIONS, AND DIRECTOR reference.
INDEPENDENCE
EXHIBITS
The information required by this item is included under the
captions Director and Executive Officer Relationships Our exhibits listed on the Exhibit Index on pages E-1 through
Director independence, Transactions with directors, E-8 of this Form 10-K are filed with this Report or are
Indemnification and advancement of costs, and Related incorporated herein by reference.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of The PNC Financial Services Group, Inc. and in the capacities indicated on February 29, 2012.
Signature Capacities
/s/ Richard J. Johnson Executive Vice President and Chief Financial Officer
Richard J. Johnson (Principal Financial Officer)
Exhibit
No. Description Method of Filing +
2.1 Stock Purchase Agreement, dated as of June 19, 2011, among Incorporated herein by reference to Exhibit 2.1 of
the corporation, RBC USA Holdco Corporation and Royal the Corporations Current Report on Form 8-K
Bank of Canada (the schedules and exhibits have been omitted filed June 20, 2011
pursuant to Item 601(b)(2) of Regulation S-K)
3.1 Articles of Incorporation of the Corporation, as amended Incorporated herein by reference to Exhibit 3.1 to
effective as of January 2, 2009 the Corporations Annual Report on Form 10-K
for the year ended December 31, 2008 (2008
Form 10-K)
3.2 Statement with Respect to Shares of Fixed-to-Floating Rate Incorporated herein by reference to Exhibit 3.1 of
Non-Cumulative Perpetual Preferred Stock, Series O dated the Corporations Current Report on Form 8-K
July 21, 2011 filed July 27, 2011
3.3 By-Laws of the Corporation, as amended and restated effective Incorporated herein by reference to Exhibit 3.2 of
as of February 12, 2009 the Corporations Current Report on Form 8-K
filed February 19, 2009
4.1 There are no instruments with respect to long-term debt of the
Corporation and its subsidiaries that involve securities percent
of the total assets of the Corporation and its subsidiaries on a
consolidated basis. The Corporation agrees to provide the SEC
with a copy of instruments defining the rights of holders of
long- term debt of the Corporation and its subsidiaries on
request.
4.2 Terms of $1.80 Cumulative Convertible Preferred Stock, Incorporated herein by reference to Exhibit 3.1 the
Series B Corporations 2008 Form 10-K
4.3 Terms of 7.00% Non-Cumulative Preferred Stock, Series H Incorporated herein by reference to Exhibit 3.1 the
Corporations 2008 Form 10-K
4.4 Terms of Fixed-to-Floating Rate Non-Cumulative Perpetual Incorporated herein by reference to Exhibit 3.1 the
Preferred Stock, Series I Corporations 2008 Form 10-K
4.5 Terms of Fixed-to-Floating Rate Non-Cumulative Perpetual Incorporated herein by reference to Exhibit 3.1 the
Preferred Stock, Series J Corporations 2008 Form 10-K
4.6 Terms of Fixed-to-Floating Non-Cumulative Perpetual Preferred Incorporated herein by reference to Exhibit 3.1 the
Stock, Series K Corporations 2008 Form 10-K
4.7 Terms of 9.875% Fixed-to-Floating Rate Non-Cumulative Incorporated herein by reference to Exhibit 3.1 the
Preferred Stock, Series L Corporations 2008 Form 10-K
4.8 Terms of Non-Cumulative Perpetual Preferred Stock, Series M Incorporated herein by reference to Exhibit 3.1 the
Corporations 2008 Form 10-K
4.9 Terms of Fixed-to-Floating Rate Non-Cumulative Perpetual Incorporated herein by reference to Exhibit 3.1 of
Preferred Stock, Series O the Corporations Current Report on Form 8-K
filed July 27, 2011
4.10 Warrants for Purchase of Shares of PNC Common Stock Incorporated herein by reference to Exhibit 4.2
(included as part of Exhibit 4.1) of the
Corporations Form 8-A filed April 30, 2010
4.11 Deposit Agreement dated May 21, 2008, between the Incorporated herein by reference to Exhibit 4.3 of
Corporation, PNC Bank, National Association, and the holders the Corporations Current Report on Form 8-K
from time to time of the Depositary Receipts described therein filed May 27, 2008
You can obtain copies of these Exhibits electronically at the SECs website at www.sec.gov or by mail from the Public Reference
Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The Exhibits are also available as part of this
Form 10-K on PNCs corporate website at www.pnc.com/secfilings. Shareholders and bondholders may also obtain copies of
Exhibits without charge by contacting Shareholder Relations at (800) 843-2206 or via e-mail at investor.relations@pnc.com. The
Interactive Data File (XBRL) exhibit is only available electronically.
In accordance with Exchange Act Rules 13a-14(f) and 15d-14(f), this certification does not relate to Interactive Data Files as defined
in Rule 11 of Regulation S-T.
In accordance with Exchange Act Rules 13a-14(f) and 15d-14(f), this certification does not relate to Interactive Data Files as defined
in Rule 11 of Regulation S-T.
In accordance with Exchange Act Rules 13a-14(f) and 15d-14(f), this certification does not relate to Interactive Data Files as defined
in Rule 11 of Regulation S-T.
In connection with the Annual Report on Form 10-K for the year ended December 31, 2011 of The PNC Financial Services Group,
Inc. (Corporation) as filed with the Securities and Exchange Commission on the date hereof (Report), I, James E. Rohr, Chairman and
Chief Executive Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Corporation for the dates and periods covered by the Report.
This certificate is being made for the exclusive purpose of compliance by the Chief Executive Officer of the Corporation with the
requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be used by any person or for any reason other than as
specifically required by law.
In accordance with Exchange Act Rules 13a-14(f) and 15d-14(f), this certification does not relate to Interactive Data Files as defined
in Rule 11 of Regulation S-T.
In connection with the Annual Report on Form 10-K for the year ended December 31, 2011 of The PNC Financial Services Group,
Inc. (Corporation) as filed with the Securities and Exchange Commission on the date hereof (Report), I, Richard J. Johnson, Executive
Vice President and Chief Financial Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Corporation for the dates and periods covered by the Report.
This certificate is being made for the exclusive purpose of compliance by the Chief Financial Officer of the Corporation with the
requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be used by any person or for any reason other than as
specifically required by law.